EFTA00012111

DocuSign Envelope ID: 5F5A5466-1857-4351a244-A6FD438E6749 Accepted IR Apr/07/2021 ASSIGNMENT OF SPECIAL Special Registration Number N 188TH REGISTRATION NUMBERS S 0tiparlinced Aircraft Make and Model Present Registration Number of Tranoporlaton RAYTHEON AIRCRAFT COMPANY 400A N ItrtfTS Federal Aviation Serial Number Issue Date: Administration RK-244 Mar 11, 2021 ICAO AIRCRAFT ADDRESS CODE FOR N188TH - 50260025 This is your authority to change the Vaned States registration number on the above described THORAIR LLC aircraft to the special registration number shown SANDUSKY OH 44871.2218 Carry duplicate of this form in the lad aircraft together with the old registration certificate as interim authority to operate the aircraft pending receipt of revised certificate of aircraft refire:rails,. The latest FAA Form 8131-6, Application For Airworthiness oa Ilk is dated: Mar 06. 2011 The airworthiness classification and category: STD TRAMP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry. Aircraft Registration Branch, within 5 days after the special registration ntnnber is placed on the aircraft. A revised certificate of aircraft registration will then be issued. Obtain a revised certificate of airworthiness from your nearest Hight Standards District Office. The authority to use the special number expires: Mar 11, 2022 CERTIFICATION: trendy that the special isurion number was placed RETURN FORM TO: on the aircraft described above Civil Aviation Registry ' ion Branch Signature of Owner Oklahoma Ciiy, Oklahoma 73125.0504 Title of Owner: rts-CatatailatSpattaiaui tislrer Date Placed no Aircraft Mart'. .L8 1 2.42.t at FORM MMO-64 (502005) Siopenedes Prevkun Edition EFTA00012111 EFTA00012112 FILED WITH FAA AIRCRAFT REGISTRATION BR ZVI APR -6 PH 3 05 OKLAHwt CITY 01(LP.:10WIA • 0". o tri 0.• We would like to change our current registration number and hold it until aircraft is finished being built. ro 0 N188TS Our current registration number is N188TS which is currently on a BE-40 serial number rk-244 owned by ThorAir. We would like to hold and put N188TH on the BE-40 RK-244. Is) 0 Enclosed will be two checks each for $10, one to change registration numbers, and the other to hold N188TS until further notice. If you have any question please feel free to call (Chief Pilot) at or email at hmcdonald@thorsport.com. Please send all documents to Sandusky Ohio 44871 Signed by: Date: ‘212413/7_o2..n Title: 210110812144 $10.00 01/11/2021 210110813507 $10.00 01/11/2021 EFTA00012113 EFTA00012114 FILED WITH FAA AIRCRAFT REGISTRPTION BR /0/I JAR I I AM 8: 36 OKLAHOMA CITY OKLAHOMA OMB Control Number 2120.0729 Expires 01/30/17 Paperwork Reduction Act Statement: The information collected on this form 6 necessary to mental, aircraft registration. We estimate that it will lake approximately 30 minutes to complete the form. Please note that an agency may not conduct or sponsor. and a person is not required to respond to. a collection of information unless it displays a valid OMB control num . 2120-0729 'Comments concerning the accuracy of this burden and suggestions for reducing the burden should be directed to the FAA at: Washington. DC 20591. ATTN: Information Cottectbn Clearance Offk:er, AES-200.- FAILURE TO RENEW REGISTRATION WILL DEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINISTRATION RESULT IN CANCELLATION OF REGISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION AND REGISTRATION NUMBER ASSIGNMENT /See 14 C.F.R. 59 47.15(1), 47.40 and 47.41) AIRCRAFT REGISTRATION NUMBER SERIAL NUMBER N 188TS RK-244 MANUFACTURER MODEL RAYTHEON AIRCRAFT COMPANY 400A DATE OF ISSUANCE DATE OF EXPIRATION TYPE OF REGISTRATION 12/31/2013 12/31/2022 LLC ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE HELPFUL INFORMATION (Owner 1) THORAIR LLC Review Aircraft Registration File Information for this aircraft at: httmllregistry.faa.00vraircraftinouirv. (Owner 2) flgtju Enter any additional owner names on page two. Assistance may be obtained at our web page: htto://reoistrv.faa.notfirenewreoistration, (Address) by e-mail at: faa.ail afLR'S (Address) by telephone at:: (toll free), or City SANDUSKY State ON ap 44871.2218 When mailing fees, please use a check or money order made Country UNITED STATES payable to the Federal Aviation Administration. Physical Address: Required when mailing address Is a P.O. Box or mail drop. Signature and Title Requirements for Common Registration Types: (Address) Individual owner must sign, title would be 'miner', Partnership general partner signs showing 'general partner" as (Address) title. City SANDUSKY Stale OH r ip 44870 - Corporation corporate officer or manager signs. showing full title. Country UNITED STATES - Limited Liability Co authorized member, manager, or officer identified in the LLC organization document signs. showing full title. - Co-Owner Oath CO-Owner must sign; showing 'co-owner as tale TO RENEW REGISTRATION: REVIEW aircraft registration information. - Government authorized person must sign and show their full title. Saud the appropriate statement. ENTER any change in address in the Note: All signatures must be In Ink, or other permanent media. spaces below, SIGN DATE. 8 SEND form with the $5 renewal fee to the: FAA Aircraft Registry, PO Box 25504, Oldahoma City OK 73125-0504, or To correct entries: Draw a single line through error. Make correct entry in by courier to: 6425 S Denning Rm 118. Oklahoma City OK 73169-6937 remaining space. or complete the form on-line. An application form will be rejected if any entry is covered by correction tape or similarly obscured. a IFOR (WE) CERTIFY, THE NAME(S) AND ADDRESSES FROM THE FAA FILES THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT, OWNERSHIP TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CHFCK All applicable block(s) below, cOMPI FTF, MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS &mglL NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. this form with any fees to the: FAA Aircraft Registry, PO Box 25504, Oklahoma City, OK, 73125-0504, or by courier to. ❑ UPDATE THE MAILING I PHYSICAL ADDRESS AS SHOWN BELOW. 6425 S Denning Rm. 118, Oklahoma City OK 73169-6937 I (WE) CERTIFY THE: NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT, OWNERSHIP MEETS THE CITIZENSHIP O CANCELLATION OF REGISTRATION IS REQUESTED. REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. ▪ THE AIRCRAFT WAS SOLD TO: (Show purchaser's name and address.) NEW MAILING ADDRESS O THE AIRCRAFT IS DESTROYED OR SCRAPPED. NEW PHYSICAL ADDRESS: complete if physical address hes changed, a ❑ THE AIRCRAFT WAS EXPORTED TO: the new mailing address is a PO Box or Mail Drop. O OTHER, Specify n PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The S10 reservation fee is enclosed. SIGNATURE OF OWNER 1 (required field) PRINTED NAME OF SIGNER (requerad find) TITLE (required find) DATE Oectroncaily Certified by Registered Owners 7/17/2019 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TITLE DATE Use page 2 for additional signatures. Fcc paid: $5 (2019071711061337 7NB) AC Form 8050- I B (0-1 121 EFTA00012115 EFTA00012116 OMB Comm) Number 2120.0729 Experts0430M Note: Twelve (12) owner names may be entered on this page. If you require more, enter the first 12 names and then print this page by pressing the 'Print Page Z button below. Next click the Reset' button to clear the data fields (from page 2 only) to add more names. Repeat action as needed. NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE AC Form 8050- I B (04;12) REF N•NUM: 188TS EFTA00012117 EFTA00012118 `RECORDED CONVEYANCEFILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNUM: I SEM PI DI R M. AVIATION ADMINISTRATION SERIAL NUM: RK-244 MFR: RAYTHEON AIRCRAFT COMPANY CROSS-REFERENCE-RECORDATION MODEL: 400A AIR CARRIER: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder invol ed. TYPE OF CONVEYANCE DATE EXECUTED AMENDMENT NO. 2 TO AIRCRAFT SECURITY AGREEMENT JANUARY I, 2019 (SEE RECORDED CONVEYANCE RT008294 DOC ID 4587) FROM DOCUMENT NO. THORAIR, LLC LT021884 TO OR ASSIGNED TO DATE RECORDED FIFTH THIRD BANK MAR 18, 2019 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Sparc Farts NI88TS WMINT FJ443AP 2527676 WMINT FJ443AP 252768 REGAR-23R (08/09) EFTA00012119 EFTA00012120 r -1 O PO IT01 CO a 0 .". 4 17Al a.M. 0 3 FIFTH THIRD BANK < ..<com AMENDMENT No. 2 TO AIRCRAFT SECURITY AGREEMENT i 23 THIS AMENDMENT NO. 2 dated as of January 1, 2019, amends that certain Aircraft Security Agreement 8 dated as of December 27, 2013 (the 'Agreements.), by and between FIFTH THIRD BANK, as Secured am Party ("Secured Party and/or 'Lender), and THORAIR, LLC, as Grantor ("Grantor and/or Borrower"). a Unless otherwise specified herein, all capitalized terms shall have the meanings ascribed to them In the Agreement. E z to WHEREAS, the Borrower and the Lender are parties to an Aircraft Seoul.ly Agreement dated as ki of December 2% 2013, which was recorded by the Federal Aviation AdmInistrationn February 28, 2014, a and assigned Conveyance No. RT008294 (as amended, the 'Loan Agreement"); and al _. WHEREAS, Borrower has requested that Lender extend the maturity of the Loan and modify the Interest rate and payments applicable to the Loan under the Loan Agreement. 4 > NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are 3 hereby acknowledged, each party to this Amendment agrees, as follows: -n 1. Section 9.1(aa) of the Loan Agreement Is hereby restated as follows: 'a) "Loan Documents' means, collectively, this Agreement as amended by Amendment No. 1 to Aircraft Security Agreement dated February 1, 2011,agmendment No. 2 dated January 1, 2019, the Note, the Guaranty(s), an IDERA in favor of Secured Party, the Rate Management Agreement and all other documents prepared by Secured Party and now or hereafter executed In connection therewith and all amendments, restatements, modifications and supplements thereto. 2. Section 9.1(gg) of the Loan Agreement is hereby restated as follows: "bb) 'Note' means that certain Amended and Restated Promissory Note by Borrower, as maker, in favor of Lender, as holder, dated effective January 1, 2019, in the amended principal amount of was the same may be renewed, extended or modified from time to time. 3. The Borrower agrees to pay all costs and expenses of the Lender In connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder (Including, without limitation, the reasonable fees and expenses of counsel and FAA counsel for the Lender). 4. This Amendment shall become effective when, the Lender shall have received (I) a counterpart of this Amendment executed by the Borrower, and (II) an Amended and Restated Promissory Note executed by the Borrower In favor of Lender (collectively, the "Amendment Documents"). THIS AMENDMENT IS BEING DELIVERED IN THE STATE OF OHIO. THIS AMENDMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WILL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. (Remainder of page intentionally left blank. Signature page follows.) 44tsee Schedule A LON0:1/413Q5C\ti4c-44 VSkkilitc CACk 180311251245 T15 00 01/31/2019 EFTA00012121 O'Clez." EFTA00012122 Except as modified herein, all of the terms, covenants and conditions of the Agreement shall remain in full force and effect and are in all respects hereby ratified and affirmed. IN WITNESS WHEREOF, Secured Party and Grantor have executed this Amendment as of the date first above written. Secured Party: Grantor: FIFTH THIRD BANK By: Name: Title: SAP OtsVicalon: ki-vr4ond 2 EFTA00012123 EFTA00012124 SCHEDULE A Intentionally omitted for FAA filing purposes as it contains confidential financial information. 3 EFTA00012125 EFTA00012126 AA FILED WITH F AIRCRAFT BR N REGISTRATIO R 12: 33 I919 JAN 31 P A CITY OKLAHOMO OKLAH MA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE010377828 ORIG #5872 FFR 1/31/2019 RET'd TO C&D See Recorded Conveyance RT008294 Doc ID 4587 EFTA00012127 EFTA00012128 OMB Control Number 2120.0729 Expires 01/30/17 Paperwork Reduction Act Statement: The information collected on this form 6 necessary to mental, aircraft registration. We estimate Thal it will lake approximately 30 minutes to complete the form. Please note that an agency may not conduct or sponsor, and a person is not required to respond to. a collection of information unless it displays a valid CMS control num . 2120-0729 'Comments concerning the accuracy of this burden and suggestions for reducing the burden should be directed to the FAA at: Washington, DC 20591. ATTN: Information Collection Clearance Offk:er, AES-200.- FAILURE TO RENEW REGISTRATION WILL DEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINISTRATION RESULT IN CANCELLATION OF REGISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION AND REGISTRATION NUMBER ASSIGNMENT (Se* 14 C.F.R. 59 47.15(5, 47.40 and 47.41) AIRCRAFT REGISTRATION NUMBER SERIAL NUMBER N 188TS RK-244 MANUFACTURER MODEL RAYTHEON AIRCRAFT COMPANY 400A DATE OF ISSUANCE DATE OF EXPIRATION TYPE OF REGISTRATION 12/31/2013 12/31/2019 CORPORATION ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE HELPFUL INFORMATION (Owner 1) THORAIR LLC Review Aircraft Registration File Information for this aircraft at: http://registry.faa.00v/aircraftinouiry. (Owner 2) Nett Enter any additional owner names on page two. Assistance may be obtained (Address) at our web page: http:/kerliStry.faa.COv/renewrenistration, by e-mail at: (88.8it af is Dabill i er (Address) by telephone at:: (toll free). or City SANDUSKY State OH rip 44871.2218 When mailing fees, please use a check or money order made Country UNITED STATES payable to the Federal Aviation Administration. Physical Address: Required when mailing address is a P.O. Box or mail drop. Signature and Title Requirements for Common Registration Types: (Address) - Individual owner must sign, title would be 'ovine'', - Partnership general partner signs showing "general partner" as (Address) title. City SANDUSKY State OH r ip 44/70 - Corporation corporate officer or manager signs. showing full title. Country UNITED STATES - Limited Liability Co authorized member, manager, or officer identified in the LLC organization document signs. showing full tile - Co-owner each co-owner must sign; showing "co-owner' as tine TO RENEW REGISTRATION: REVIEW aircraft registration information. Government authorized person must sign and show their full title. SELECT the appropriate statement. ENTER any change in address in the spurns below, SIGN DATE. 8 SEND form with the $5 renewal fee to the: Note: All signatures must be in Ink, or other permanent media. FAA Aircraft Registry, PO Box 25504, Oldahoma City OK 73125-0504, or To comet entries: Draw a single line through error. Make correct entry in by courier to: 6425 S Denning Rm 118, Oklahoma City OK 73169-6937 remaining space. or complete the form on-line. An application form will be rejected if any entry is covered by correction tape or similarly obscured. ,./ I (WE) CERTIFY. THE NAME(S) AND ADDRESSES FROM THE FAA FILES FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT, OWNERSHIP TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS CHFCK All applicable block(s) below, F'DMPI FTF, Sett. OM & MI. NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. this form with any fees to the: FAA Aircraft Registry, PO Box 25504, Oklahoma City, OK, 73125-0504, or by courier to. UPDATE THE MAILING I PHYSICAL ADDRESS AS SHOWN BELOW. 6425 S Denning Rm. 118, Oklahoma City OK 73169-6937 I (WE) CERTIFY THE: NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT, OWNERSHIP MEETS THE CITIZENSHIP ❑ CANCELLATION OF REGISTRATION IS REQUESTED. REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED THE AIRCRAFT WAS SOLD TO: UNDER THE LAWS OF ANY FOREIGN COUNTRY. ❑ (Show purchasers name and address.) NEW MAILING ADDRESS ❑ THE AIRCRAFT IS DESTROYED OR SCRAPPED. NEW PHYSICAL ADDRESS: complete if physical address hes changed. or the new mailing address is a PO Box or Mail Drop. ❑ THE AIRCRAFT WAS EXPORTED TO: ❑ OTHER, Specify PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The $10 reservation fee is enclosed. SIGNATURE OF OWNER 1 (required field) PRINTED NAME OF SIGNER (requnod fide) TITLE (requred field) DATE Bectroncaity Certified by Registered Owners 7/18/2016 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TITLE DATE Use page 2 for additional signatures. Fcc paid: $5 (201607180909154645N8) AC Form 8050- I B (0-1 121 EFTA00012129 EFTA00012130 OMB Comm) Number 2120.0729 Experts0430M Note: Twelve (12) owner names may be entered on this page. If you require more, enter the first 12 names and then print this page by pressing the 'Print Page Z button below. Next click the Reset' button to clear the data fields (from page 2 only) to add more names. Repeat action as needed. NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE AC Form 8050- I B (04;12) REF N•NUM: 188TS EFTA00012131 EFTA00012132 8 a z It' a a ASSIGNMENT OF SPECIAL Special Registration Number NI8ftTS tO REGISTRATION NUMBERS Aircraft Make and Model Present Registration Number a us. Caasannent N banspxtation RAYTHEON AIRCRAFT COMPANY 400A N493LX 8 Federal Aviation Administration Serial Number Issue Dale: O RK-244 Apr 03, 2014 ICAO AIRCRAFT ADDRESS CODE FOR NIRSTS - 50260036 This is your authority to change the United States registration number on the above described aircraft to the special registration number shown. C SANDUSKY OH 44871.2218 Carry duplicate of this form in the IrLrLLJIrrLLrdrrrlL,I,IrrLI..JIIr,LLLrLhr aircraft together with the old inistration certificate as interim authority to operate the aircraft pending receipt of revised certificate of registration. Obtain a revised certificate of airworthiness from your near- ed Flight Standards District Oaks. The latest FAA Form 8130-6, Application For Airworthiness on Ilk Is dated: Dec 29, 2013 The airworthiness classification and category TRANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the spacial registration number is placed on the aircraft. A revised certificate will then be issued. The authority to use the special number expires: Apr 03, 2015 CERTIFICATION: I ratify that the special registration number was placed RETURN FORM TO: on the aircraft disci ye Civil Aviation Registry, AFS-750 Oklahoma City, Oklahoma 73125-0504 Date Placed on Aircraft Vie /pi AC FORM 3050-64 moos; Sunda Prssraus Edition EFTA00012133 EFTA00012134 .t.-• FILED WITH FAA CR I. T R EGISTRATION .-- 2014 If f i l tr P 1 1 1. 23 . • OKLAHOMA .C OKLAHOMAITY A Insured Aircraft Title Service, Inc. T S FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: March 6, 2014 Dear Sir/Madam: Please Reserve N in NAME ONLY for: N# Change Request Please Reserve N 188TS and arn for the following aircraft: N 493LX Make Raytheon Aircraft Co Model 400A Serial # RK-244 Which is (1) being purchased by (2) registered to XXX THORAIR LLC Sandusky, OH 44870 Payment of the required $10.00 fee per number to reserve/assign is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. Please send the confirmation of reservation/8050-64 form to Insured Aircraft Title Service, Inc. in the Public Documents room of the FAA. Additional Information: Requested by: 140051354372 $20.00 03/06/2014 EFTA00012135 EFTA00012136 FILED WITH FA AIRCRAFT RE A GISTRATION BR 2014 MIR 6 PM 1 27 OKLAHOMA CITY OKLAHOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005658226 RECEIPT #140210836122 $10.00 01/21/2014. REFUNDED $20 ON RECEIPT #140651354372 BY MS ON 4/3/2014. NUMBER CHANGE REQUEST DOC ID #4340 FFR 01/21/2014 RET'D. EFTA00012137 EFTA00012138 MEMORANDUM TO THE FILE RT February 28, 2014 ID DATE AIRCRAFT: N493LX DOCUMENT RETURNED February 28, 2014 (date) Date received: January 21, 2014 Reason returned: Cy B/S #4342 returned not needed. See Rec Coin, #MC016800 Doc Id #2858 EFTA00012139 EFTA00012140 0 S Deparfofent Flight Standards Service of lOanspoo:fi.icm Aircraft Registration Branch, Oklahoma City, Oklahoma 73125-0604 AFS-760 Federal Aviation Toll Free: 1 WEB Address: Administration Date of Issue: December 31, 2013 THORAIR LLC SANDUSKY, OH 44871-2218 Fax ATTENTION: IATS TI39138 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jan 30, 2014. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. I.= for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (03/10) EFTA00012141 EFTA00012142 `RECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNUM: 493LX FEIN R.U, AVIATION ADMINISTRATION SERIAL NUM: RK-244 MFR: RAYTHEON AIRCRAFT COMPANY CROSS-REFERENCE-RECORDATION MODEL: 400A AIR CARRIER: This form is to be used in cases whae a conveyance covers several aircraft and engines, propellers, or location& File original of this form %jib the recorded conveyance and a copy in arch aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT SECURITY AGREEMENT DECEMBER 27. 2013 FROM DOCUMENT NC) THOFtAIR LLC RT008294 TO OR ASSIGNED TO DATE RECORDED FIFTH THIRD BANK FEB 28.2014 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: I Total Sparc Parts. N493LX WMINT FJ44-3AP 252767 WMINT F344-3AP 252768 tFS-750-23R (08/09) EFTA00012143 EFTA00012144 0 0 CO A 0 8 a a N Aircraft Security Agreement NI between A THORAIR, LLC A as the Grantor and FIFTH THIRD BANK, as the Secured Party Dated as of December 27, 2013 (N493LX) FM Authorization Code International Registration File Number(s): Airframe Engine #1 Engine #2 133641455107 ner t 4 IC" ai2o/Rais EFTA00012145 EFTA00012146 FILED WITH FAA RATION BR AIRCRAFT REGIST 2013 DEC 30 Pll 2 118 OKLAHOMA CITY OKLAHOMA TABLE OF CONTENTS ARTICLE 1. GRANT OF SECURITY INTEREST Section 1.1 . • Grant of Security Interest Section 1.2 • Grant Effective Section 1.3 - Filing of Financing Statements and Continuation Statements Section 1.4 . Delivery & Acceptance Section 1.5 - 6,6 •=1. • • .. Additional Documents, Information ARTICLE 2. COVENANTS Section 2.1 • Registration and Operation Section 2.2 . ___ • ..._, — __. . _... Records and Reports Section 2.3 Maintenance Section 2.4 Replacement of Parts Section 2.5 Alterations, Modifications and Additions Section 2.6 Maintenance of Other Engines Section 2.7 Payment of Obligations Section 2.8 Change of Name or Location Section 2.9 Inspection Section 2.10 Aircraft Registration Section 2.11 Financial and Other Data Section 2.12 Late Payments Section 2.13 Transaction Expenses Section 2.14 . RESERVED Section 2.15 . Engine Maintenance Section 2.16 . .. — ... _ Continued Subordination ARTICLE 3. EVENTS OF LOSS Section 3.1 ... .... . _ .. Event of Loss with Respect to the Aircraft Section 3.2 • • • ...—.—........--....-__ — Event of Loss with Respecl to an Engine Section 3.3 Application of Payments from Governmental Authorities or other Persons Section 3.4 • -• Rights Assigned ARTICLE 4. INSURANCE Section 4.1 ..— Insurance Section 4.2 ---- Requirements Section 4.3 No Right to Sell Insure Section 4.4 .. Notice of Loss or Carnage: Application of Proceeds Section 4.5 - -- - Reports. Policies. Certificates Section 4.6 _. ._. • - - • -.• Attorney-in-Fact ARTICLE 6. EVENTS OF DEFAULT AND REMEDIES Section 5.1 Events of Default. Remedies Section 5.2 Remedies Section 5.3 Remedies Cumulative Section 5.4 Grantor's Waiver of Rights Section 5.5 Power of Attorney Section 5.6 Distribution of Amounts Received After an Event of Default Section 5.7 Suits for Enforcement ARTICLE 6. REPRESENTATIONS AND WARRANTIES Section 6.1 .- .-.----- • • — • • -- Representations. Warranties and Covenants of Grantor ARTICLE 7. SECURITY INTEREST ABSOLUTE Section 7.1 _._. ... _. _ - Security Interest Absolute ARTICLE 8. MISCELLANEOUS Section 8.1 _. . .. Governing Law Section 8.2 • —•• - • Notices Section 8.3 — Time of the Essence Section 8.4 Limitation as to Enforcement of Rights. Remedies and Claims Section 8.5 Severability of Invalid Provisions Section 8.6 Assignment Section 8.7 Benefit of Parties; Successors and Assigns: Entire Agreement Section 8.8 Further Assurances Section 8.9 Performance by Secured Party Section 8.10 ._ — — Indemnity Section 8.11 Amendments Section 8.12 ---. • - Waiver of Jury Trial Section 8.13 - -- . Counterpart Execution. Joint and Several Liability ARTICLE 9. DEFINITIONS Section 9.1 Definitions Pupa EFTA00012147 EFTA00012148 Aircraft Security Agreement THIS AIRCRAFT SECURITY AGREEMENT ("Agreement") is made and entered into as of December 27. 2013 by and between FIFTH THIRD BANK, having an office at 38 Fountain Square Plaza, Cincinnati. Ohio 45263 ('Secured Party") and THORAIR, LLC. a limited liability company organized and existing under the laws of the State of Minnesota and having its chief executive offices located at 2520 South Campbell Street, Sandusky, OH 44870 (Grantor"). Capitalized terms not otherwise defined herein have the meanings given in Article 9 hereof. RECITALS A. Pursuant to a Note by the Grantor, in favor of Secured Party, the Secured Party has agreed to make a term loan to the Grantor (the 'Loan'). B. As a condition precedent to the making of the Loan under the Note. the Grantor is required to execute and deliver this Agreement. C. Grantor is duly authorized to execute, deliver and perform this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Secured Party to make the Loan pursuant to the Note, the Grantor agrees. for the benefit of the Secured Party, as follows: ARTICLE 1 — GRANT OF SECURITY INTEREST Section 1.1 Grant of Security Interest. The Grantor, in consideration of the premises and other good and valuable consideration, receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of and interest on the Loan according to its tenor and effect, and to secure the payment of all other indebtedness under the Loan Documents and the performance and observance of all covenants, agreements and conditions contained in the Loan Documents (collectively referred to as the 'Obligations'; provided, however, any Excluded Swap Obligations are specifically excluded from the definition of Obligations), does hereby convey, warrant, mortgage, assign, pledge, and grant a security interest to the Secured Party, its successors and assigns, in all and singular of the Grantor's right, title and interest in and to the properties, rights, interests and privileges described below and all proceeds thereof (all of which properties, rights, interests and privileges hereby mortgaged, assigned, pledged and granted or intended so to be, together with all proceeds thereof, are hereinafter collectively referred to as the "Collateral") and agrees that the foregoing grant creates in favor of the Secured Party an International Interest in the Aircraft (including the Airframe and each Engine): a) all of the Grantor's rights, title and interests in the Equipment (including the Airframe, the Engines, and the Parts) and substitutions and replacements of any of the foregoing: b) any and all service and warranty rights related to the Equipment. including the Engines, and claims under any thereof; c) all proceeds of any or all of the foregoing, whenever acquired. including the proceeds of any insurance maintained with respect to any of the foregoing and all proceeds payable or received with respect to any condemnation, expropriation, requisition or other Event of Loss, or the proceeds of any warranty; d) the Purchase Agreement, if any, and any bill of sale pursuant to which Grantor received title to the Aircraft, together with all rights, powers, privileges, options and other benefits of the Grantor under the Purchase Agreement and such bill of sale; e) any and all present and future Rate Management Obligations, leases, subleases, management agreements, interchange agreements, charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever relating to the Equipment or any part thereof, including any International Interest (and associated rights) therein or related thereto in favor of Grantor (but not any obligations, liabilities and/or duties of any kind whatsoever of Grantor or any other party, person or entity of any kind whatsoever in connection therewith or related thereto); provided, however, that the foregoing assignment and grant of a security interest and lien in this subclause (e) shall not be deemed in any way whatsoever as an agreement by the Secured Party to permit or allow the Grantor (or any party, person or entity of any kind whatsoever) to enter into any such leases. subleases, management agreements. interchange agreements, charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever. and the Grantor (or any party, person or entity of any kind whatsoever) shall only be allowed to enter into any of Pose two EFTA00012149 • - EFTA00012150 the foregoing in accordance with the terms of this Agreement. Grantor consents to the registration of the forgoing assignment of any International interest (and associated rights) with the International Registry. f) any and all present and future records, logs and other materials required by the FAA (and any other governmental authority having jurisdiction) to be maintained in respect of each item of Equipment including, without limitation, the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored, including any rights of Grantor with respect to the foregoing maintained with or by any other person. g) all of Grantor's right, title and interest in and to (whether the following described property or interests in property constitute accounts, chattel paper, documents, general intangibles, instruments or other property and whether now owned, existing, hereafter acquired, or arising, collectively, the 'Engine Maintenance Collateral"): (a) that certain Total Assurance Program dated as of December 11, 2013 (the "Engine Maintenance Agreement") between Grantor and Williams International Co.. LLC, as the engine maintenance service provider for the Aircraft and Equipment (the "Service Provider"), a true and correct copy of which is attached as Exhibit C here to and incorporated by reference herein, (b) all supporting obligations, and (c) all products, cash proceeds, and non cash proceeds of any and all of the assets and property described above. Section 1.2 Grant Effective. The conveyance, warranty, mortgage, assignment, pledge and security interest created hereunder in all of the foregoing Collateral and International Interest created hereunder in and relating to the Airframe and each Engine are effective and operative immediately, and will continue in full force and effect until the Grantor has made such payments and has duly, fully and finally performed and observed all of its agreements and covenants and provisions then required hereunder and under the other Loan Documents. Section 1.3 Filing of Financing Statements and Continuation Statements: Consent to Registration. Grantor hereby authorizes Secured Party to file UCC financing statements and amendments thereto. listing Grantor as debtor, and Secured Party and/or its assigns, as secured party, and describing the Collateral, and assignments thereof and amendments thereto. The Grantor, at the request of the Secured Party, will execute and deliver to the Secured Party for filing, if not already filed, such financing statements or other documents and such continuation statements with respect to financing statements previously filed relating to the conveyance, warranty, mortgage, assignment, pledge and security interest created under this Agreement in the Collateral and execute, deliver, consent to, register or file any other documents that may be required in order to comply with the Act, the Cape Town Treaty or other applicable law or as may be specified from time to time by the Secured Party. The Grantor hereby consents to the registration by the Secured Party of each International Interest in or relating to the Aircraft (including the Airframe and each Engine) assigned or created pursuant to this Agreement (including any Prospective International Interest with respect thereto) with the International Registry and covenants to effect the registration of such consent with the International Registry on the date of such assignment or creation. Section 1.4 Delivery and Acceptance. SECURED PARTY WILL HAVE NO OBLIGATION TO ADVANCE ANY FUNDS TO GRANTOR UNLESS AND UNTIL SECURED PARTY HAS RECEIVED A GRANTOR'S ACKNOWLEDGMENT (Certificate of Acceptance) RELATING TO THE EQUIPMENT EXECUTED BY GRANTOR. Such Grantor's Acknowledgment will constitute Grantor's acknowledgment that such Equipment (a) was received by Grantor, (b) is satisfactory to Grantor in all respects, (c) is suitable for Grantor's purposes, (d) is in good order, repair and condition, (e) operates properly, and (f) is subject to all of the terms and conditions of the Loan Documents. Grantor's execution and delivery of a Grantor's Acknowledgment will be conclusive evidence as between Secured Party and Grantor that the Equipment described herein is in all of the foregoing respects satisfactory to Grantor, and Grantor will not assert any claim of any nature whatsoever against Secured Party based on any of the foregoing matters: provided, however, that nothing contained herein will in any way bar, reduce or defeat any claim that Grantor may have against the seller or supplier of the Aircraft or any other person (other than Secured Party). Section 1.5 Additional Documents. Information. Grantor will deliver to Secured Party (a) such organizational documents for Grantor as requested by Secured Party. (b) a certificate or certificates executed by an authorized representative of Grantor certifying that the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been authorized by all necessary action on the part of the Grantor, (c) an incumbency certificate of the Grantor containing the name(s), title(s) and specimen signatures of the person(s) authorized to execute and deliver such documents on behalf of Grantor. (d) if required by Secured Party, a certificate of good standing for Grantor from the state of its organization, (e) if required by Secured Party, an opinion of counsel for Grantor in form and substance reasonably satisfactory to Secured Party and its counsel; and (f) if requested by Secured Party, any and all Rate Management Agreements. ARTICLE 2 — COVENANTS Section 2.1 Registration and Operation. Pags 2+,120 EFTA00012151 EFTA00012152 a) Grantor, at its own cost and expense, will cause the Aircraft to be duly registered in the name of Grantor as owner and subject only to Secured Party's first priority security interest and International Interest, and at all times thereafter to remain duly registered, in the name of the Grantor as owner with the FAA pursuant to the Act. b) Grantor will not use the Aircraft in violation of any law or any rule. regulation or order (including those concerning alcoholic beverages or prohibited substances) of any governmental authority having jurisdiction (domestic or foreign) or in violation of any airworthiness certificate, license or registration relating to any item of Equipment issued by any such authority, except to the extent such violation is not material or the validity or application of any such law, rule, regulation or order is being contested in good faith and by appropriate proceedings (but only so long as such proceedings do not, in the Secured Party's opinion, involve any material danger of the sale, forfeiture or loss of such item of Equipment, or any interest, including the Secured Party's security interest or International Interest, therein or related thereto). c) Grantor will operate the Aircraft solely in the conduct of its business and/or for commercial purposes (and not for consumer, home or family purposes) and in such configuration as authorized by the FM. Grantor will not operate the Aircraft or permit the Aircraft to be operated (0) at any time or in any geographic area when or where insurance required by this Agreement is not in effect. (ii) in a manner or for any time period such that a Person other than Grantor will be deemed to have "operational control of the Aircraft except with the prior written consent of Secured Party, (iii) for the carriage of persons or properly for hire except with the prior written consent of the Secured Party or (iv) transport of mail or contraband. Possession, use and maintenance of the Aircraft will be at the sole risk and expense of Grantor and the Aircraft will be based at the Primary Hangar Location. Grantor will deliver to Secured Party a written waiver of any Lien or claim of Lien against the Aircraft that is or could be held by any landlord (other than a governmental entity) or mortgagee of any hangar or storage facility where the Aircraft is or will be located. Grantor will not permit the Aircraft to be based away from its designated Primary Hangar Location for a period in excess of thirty (30) days without Secured Party's prior written consent. Grantor will cause the Aircraft to be operated at all times by duly qualified pilots who (x) are supplied by Grantor, (y) hold at least a valid commercial airman certificate and instrument rating and any other certificate, rating, type rating or endorsement appropriate to the Aircraft, purpose of flight, condition of flight or as otherwise required by the Federal Aviation Regulations or other applicable law or regulation, and (z) meet the requirements established and specified by the insurance policies required hereunder and by the FAA. GRANTOR WILL NOT OPERATE, USE OR LOCATE THE AIRCRAFT. OR PERMIT OR ALLOW THE AIRCRAFT TO BE OPERATED, USED OR LOCATED, OUTSIDE THE CONTINENTAL UNITED STATES, ALASKA OR CANADA WITHOUT THE PRIOR WRITTEN CONSENT OF THE SECURED PARTY. Grantor will execute and deliver and file with the FM on or prior to the date hereof an Irrevocable Deaegistration and Export Request Authorization with respect to the Aircraft in the form attached hereto as Exhibit A. Section 2.2 Records and Reports. The Grantor will cause all records, logs and other materials required by the FM and any other governmental authority having jurisdiction to be maintained, in the English language, in respect of each item of Equipment. Grantor will promptly furnish or cause to be furnished to the Secured Party such information as may be required to enable the Secured Party to file any reports required to be filed by the Secured Party with any governmental authority because of the Secured Party's interests in any item of Equipment. Section 2.3 Maintenance. Grantor, at its own cost and expense, will fly, maintain, inspect, service. repair, overhaul and test the Aircraft (including each Engine of same), or will cause the Aircraft to be flown, maintained. inspected, serviced, repaired, overhauled and tested, under an approved FM maintenance program and in accordance with (a) all maintenance manuals initially furnished with the Aircraft, including any subsequent amendments or supplements to such manuals issued by the manufacturer from time to time, (b) all mandatory "Service Bulletins* issued, supplied, or available by or through the manufacturer and/or the manufacturer of any Engine or part with respect to the Aircraft having a compliance date during the term of the Note and up to twelve (12) months thereafter, and (c) all airworthiness directives issued by the FAA or similar regulatory agency having jurisdictional authority. and causing compliance with such directives or circulars to be completed through corrective modification or operating manual restrictions. having a compliance date during the term of the Note and twelve (12) months thereafter. Grantor will maintain the Aircraft in good and safe working order and in substantially the same condition as when originally delivered to Grantor, ordinary wear and tear excepted. Grantor will cause the Aircraft to be subject to an FM Airworthiness Certificate at all limes other than when the Aircraft as a whole is the subject of an Event of Loss. Grantor will maintain, or will cause to be maintained, in the English language, all records, logs and other materials required by the manufacturer thereof for enforcement of any warranties or by the FM. All maintenance procedures required hereby will be undertaken and completed in accordance with the manufacturer's recommended procedures, and by properly trained, licensed and certified maintenance sources and maintenance personnel, so as to keep the Aircraft and each Engine in as good operating condition as when originally delivered to Grantor, ordinary wear and tear excepted, and so as to keep the Page 3 al 20 EFTA00012153 EFTA00012154 Aircraft in such operating condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act. Section 2.4 Replacement of Parts. The Grantor, at its own cost and expense, will promptly cause the replacement of all Parts which may from time to time become worn out, lost, stolen. destroyed, seized, confiscated. damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. in addition, the Grantor, at its own cost and expense, may permit the removal in the ordinary course of maintenance, service, repair, overhaul or testing of any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that the Grantor, at its own cost and expense, will cause such Pans to be replaced as promptly as possible. All replacement Parts must be free and clear of all Liens (except for Permitted Liens). will be in as good operating condition as. and will have a value and utility at least substantially equal to. the Pads replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. The Grantor's rights, title and interests in all Parts at any time removed from any item of Equipment will remain subject to the Lien of this Agreement no matter where located, until such time as such Parts are replaced by Parts which have been incorporated in such item of Equipment and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Pan becoming incorporated or installed in or attached to any item of Equipment as above provided, without further act, (a) the Grantor's rights, title and interests in such replacement Part will become subject to the Lien of this Agreement, and such replacement Part will be deemed part of such item of Equipment for all purposes hereof to the same extent as the Pads originally incorporated in such item of Equipment, and (b) the Grantor's rights, title and interests in the replaced Part will be released from the Lien of this Agreement and the replaced Part will no longer be deemed a Part hereunder. The Grantor will, not less often than once during each calendar year. provide to the Secured Party written confirmation, in form and content acceptable to the Secured Party, that the Grantor has complied with the provisions of this Section 2.4. Section 2.5 Alterations. Modifications and Additions. The Grantor, at its own cost and expense, will cause such alterations and modifications in and additions to the Equipment to be made as may be required from time to time to meet the standards of the FAA and of any other governmental authority having jurisdiction and to maintain the certificate of airworthiness for the Aircraft; provided, however. that the validity or application of any such law, rule, regulation or order may be contested in good faith by appropriate proceedings (but only so long as such proceedings do not, in the Secured Party's reasonable opinion, involve any material danger of sale. forfeiture or loss of any item of Equipment, or any interest, including the Secured Party's security interest or International Interest, therein or related thereto). In addition, the Grantor, at no cost or expense to the Secured Party. may, from time to time, cause such alterations and modifications in and additions to any item of Equipment to be made as the Grantor may deem desirable; provided, that no such alteration. modification and addition will (a) materially diminish the value, utility or condition of such item of Equipment below the value, utility or condition thereof immediately prior to such alteration, modification or addition, assuming the item of Equipment was then of the value and utility and in the condition required to be maintained by the terms of this Agreement, or (b) cause the airworthiness certification of the Aircraft to cease to be in good standing under the Act. The Grantor's rights, title and interests in all Parts added to the Aircraft, the Airframe, or an Engine as the result of such alteration, modification or addition will, without further act, be subject to the Lien of this Agreement. Notwithstanding the foregoing sentence of this Section 2.5. so long as no Event of Default has occurred and is continuing, the Grantor may remove any Part added to the Aircraft, Airframe, any or an Engine as contemplated in this Section 2.5 if (x) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated in such item of Equipment at the time of delivery thereof or any Part in replacement of or substitution for any such Part. (y) such Part is not required to be incorporated or installed in or attached or added to such item of Equipment pursuant to the terms of this Article 2. and (z) such Part can be removed from such item of Equipment without causing any material damage thereto. Upon the removal of any Part as above provided, such Part will be released from the Lien of this Agreement. Section 2.6 Maintenance of Other Engines. Each engine which does not constitute an Engine, but which is installed on the Airframe from time to time, will be maintained, operated, serviced, repaired, overhauled, altered, modified and tested in accordance with Section 2.3 to the same extent as if it were an Engine. Section 2.7 Payment of Obligations. The Grantor hereby agrees that it will promptly pay or cause to be paid when due all taxes, assessments and other governmental charges imposed with respect to the Collateral (except to the extent being contested in good faith and by appropriate proceedings which do not involve any material risk of loss or forfeiture). Section 2.8 Change of Name or Location. Grantor will give Secured Party thirty (30) days prior written notice of any relocation of its chief executive office and of any change in its name, identity or state of organization. At least 10 Business Days prior to the occurrence of any such change or relocation. Grantor will (a) duly file appropriate financing statements in all applicable filing officesa(b) deliver to Secured Party copies of the form of such financing statements. Grantor will hangar the Aircraft at (Primary Hangar Location'). Grantor will supply Secured Party with a waiver of any Lien or claim of Lien against the Aircraft which could be held by any landlord or mortgagee of rne40120 EFTA00012155 EFTA00012156 the hangar or future aircraft storage facility. Grantor will not remove the Aircraft, or permit the Aircraft to be removed, from its designated home airport for a period in excess of thirty (30) days. without the prior written consent of Secured Party. Section 2.9 Inspection. Secured Party will have the right, but not the duty, to inspect the Aircraft, any component thereof, and the Records at any reasonable time and from time to time, wherever the same may be located, upon reasonable prior written notice to Grantor unless a Default or Event of Default has occurred and is continuing, in which case no prior notice will be required. At Secured Party's request, Grantor will confirm to Secured Party the location of the Aircraft and will, at any reasonable time and from time to lime, make the Aircraft and/or the Records available to Secured Party for inspection. Section 2.10 Aircraft Registration International Registry. Grantor will not change the United States Registration Number of the Aircraft without Secured Party's prior written consent. Grantor will cause to be filed with the FAA an FM Bill of Sale, the Agreement, an FAA application for aircraft registration and such other documents as may be required under the Act or as otherwise necessary or prudent to cause the Aircraft to be and remain duly registered at all times with the FAA in the name of Grantor as owner and subject only to Secured Party's first priority perfected security interest. Grantor will, at all times, keep on board the Aircraft a current and valid Registration Application or Certificate of Aircraft Registration. Grantor will cause each International Interest in favor of the Secured Party in or relating to the Aircraft (including in the Airframe and each Engine) created by this Agreement and, if the Aircraft is acquired by Grantor on or after March 1. 2006, the contract of sale (i.e. the bill of sale) transferring title in the Aircraft to Grantor, in each case. to be validly registered with the International Registry with such International Interests having priority over all other registered or un-registered International Interests in the Airframe and Engines. Grantor will discharge or cause to be discharged any International Interest or Prospective International Interest in or relating to the Aircraft (including the Airframe and the Engine) not consented to in writing by Secured Party. Further, Grantor will not consent to any International Interest or Prospective International Interest in or relating to the Aircraft unless prior approval is obtained from the Secured Party in writing. Section 2.11 Financial and Other Data. During the term of the Note and so long as any amounts are outstanding thereunder, Grantor agrees to furnish Secured Party: a) a copy of Grantor's federal income tax return with all schedules attached thereto at the time such return is filed with the Internal Revenue Service and in any event within 120 days of the end of each calendar year: b) promptly, such additional financial and other information as Secured Party may from time to time reasonably request. All such financial statements shall be prepared in accordance with generally accepted accounting principles, consistently applied. So long as Grantor is a reporting company under the Securities Exchange Act of 1934 and is timely filing the reports required thereunder to the Securities Exchange Commission, Grantor will have no obligation to furnish its financial statements as provided above. Section 2.12 Late Payments. If Grantor fails to pay any amount due hereunder, after the expiration of any applicable grace period, Grantor shall pay to Secured Party a late payment fee equal to five percent (5%) of the amount unpaid. Such fee shall be payable on demand and shall constitute part of the Obligations. In addition, if Grantor fails to perform any of its obligations contained herein. Secured Party may (but will not be obligated to) itself perform such obligations, and the amount of the reasonable costs and expenses of Secured Party incurred in connection with such performance, together with interest on such amount from the date said amounts are expended at the Default Rate, will be payable by Grantor to Secured Party upon demand. No such performance by Secured Party will be deemed a waiver of any rights or remedies of Secured Party or be deemed to cure any Default of Grantor hereunder. Upon the occurrence and during the continuance of an Event of Default, or if the Note is accelerated in accordance with the terms of this Loan Agreement. the outstanding principal and all accrued interest, as well as any other charges due Lender hereunder, shall bear interest from the date on which such amount shall have first become due and payable to Lender to the date on which such amount shall be paid to Lender (whether before or after judgment), at a default rate, to be determined by Lender in its sole discretion from time to time, equal to up to six percentage points (6.0%) in excess of the otherwise applicable rate of interest, not to exceed the maximum rate permitted by applicable law (the 'Default Rate"). Section 2.13 Transaction Expenses. Grantor will pay all actual and reasonable fees, costs and expenses incurred by Secured Party in connection with this Agreement and the other Loan Documents, whether or not the transactions contemplated hereby are consummated, including appraisal fees, Secured Party's counsel fees and expenses, FAA counsel fees and expenses, FAA, International Registry and UCC title and lien searches, reports. filing, registration and recording fees, charges and taxes. Grantor also agrees to pay all fees and expenses of Secured Party's counsel, FAA counsel and all other third parties who are engaged by Secured Party to update any FM, International P•s $ of 20 EFTA00012157 EFTA00012158 Registry or UCC title and/or lien reports and/or to review, file. register and record any and all documents and instruments as required by Secured Party. the International Registry or the FAA at any time during which any of the Obligations remain outstanding. Section 2.14 Reserved. Section 2.15 Engine Maintenance. (a) Both Engines shall at all times be covered by the Engine Maintenance Agreement. or another service and maintenance contract in form and substance reasonably satisfactory to Secured Party (i.e., taken as a whole, substantially as protective as the referenced agreement) which provides for the maintenance or overhaul of such property. (b) Grantor will execute and deliver, and cause to be executed and delivered, to Secured Party, an aircraft interest holder's agreement among Grantor, Secured Party, and Service Provider with respect to the Engine Maintenance Agreement, such agreement in form and substance reasonably acceptable to Secured Party. (c) Grantor will accurately and promptly report to Service Provider the applicable hours pursuant to. and in accordance with, the power by the hour provisions of the Engine Maintenance Agreement. (d) Without Secured Party's prior written consent, Grantor will not seek, agree to or permit, directly or indirectly, (i) the cancellation or termination of the Engine Maintenance Agreement or (ii) the amendment, waiver or other change to any material term of or applicable to the Engine Maintenance Agreement. For the purposes of this Section 2.15 (d), *material- means any modification, waiver, or amendment of the Engine Maintenance Agreement which, in the judgment of Secured Party, would (A) adversely affect any of Secured Party's rights or remedies under the Loan Documents or Secured Party's security interest in or other Lien on the Collateral (including the priority of Secured Party's interests) or (8) create or result in an Event of Default. Section 2.16 Continued Subordination. Grantor will continue to subordinate the payment of any note(s) payable obligations in the amount of $2.500,000.00 owed to ThorSport, Inc. by Grantor until such time as the Obligations of Grantor to Secured Party are paid in fun. Interest only payments are permitted without Secured Party's consent, but principal payments require the consent of Secured Party, which consent shall not be unreasonably withheld. ARTICLE 3 — EVENTS OF LOSS Section 3.1 Event of Loss with Respect to the Aircraft. Grantor will deliver to Secured Party written notice of the occurrence of any Event of Loss with respect to the Aircraft within five (5) days after the occurrence thereof. On the next Note Payment Date following such Event of Loss Grantor will pay to Secured Party an amount equal to the sum of (A) all amounts then due hereunder, under any other Loan Documents. and under the Note, plus (8) the Loss Value of the Aircraft determined as of such Note Payment Date. Upon payment in full by the Grantor of all such amounts, the Aircraft having suffered the Event of Loss will be released from the lien of this Agreement and the Secured Party will execute and deliver, at the Grantor's cost and expense. such instruments as may be reasonably required to evidence such release. Section 3.2 Event of Loss with Respect to an Engine. Grantor will deliver to Secured Party written notice of the occurrence of any Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe within five (5) days after the occurrence thereof. Within thirty (30) days after the occurrence of such Event of Loss. Grantor will convey to Secured Party. as replacement for the Engine with respect to which such Event of Loss occurred. a security interest to and International Interest in an engine that is (a) the same make and model number as the Engine suffering the Event of Loss, (b) free and clear of all Liens other than Permitted Liens, (c) of a value, utility, and useful life equal to, and in as good an operating condition as, the Engine suffering the Event of Loss, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Grantor, at its sole cost and expense, will furnish Secured Party with such documents to evidence the conveyance and the International Interest and shall make such filings and registrations with the FAA and the International Registry (and hereby consents to such registrations with the International Registry) with respect thereto, in each case, as Secured Party reasonably requests. Upon full compliance by Grantor with the terms of this paragraph, Secured Party will release Secured Party's right, title and interest, if any, in and to the Engine suffering the Event of Loss. Each replacement engine will. after such conveyance, be deemed an "Engine" as defined herein and will be deemed part of the same Aircraft as was the replaced Engine. No Event of Loss with respect to an Engine will result in any reduction or delay in the payment of any amounts due under the Note or hereunder, or otherwise relieve Grantor of any obligation under this Agreement. Section 3.3 Application of Payments from Governmental Authorities or other Persons. Any payments (other than insurance proceeds, the application of which is provided for in Article 4), received at any time by the Secured Party or Grantor from any governmental authority or other Person with respect to any Event of Loss, or from a governmental authority with respect to an event which does not constitute an Event of Loss, will be applied as follows: a) Such payments will be applied in reduction of the Grantor's obligation to pay the Loss Value, if not already paid by the Grantor, or. if already paid by the Grantor. will be applied to reimburse the Grantor for its 390 0 70 EFTA00012159 EFTA00012160 payment of such amounts. The balance. if any, of such payment remaining thereafter, and after payment of all amounts then due and payable under the Loan Documents, will be paid to the Grantor. b) If such payments are received with respect to a requisition for use by the government which does not constitute an Event of Loss, such payments may be retained by the Grantor. c) Notwithstanding the foregoing provisions of this Section 3.3, any payments (other than insurance proceeds, the application of which is provided for in Article 4) received at any time by the Secured Party from any governmental authority or other Person with respect to any Event of Loss, which are payable to the Grantor, will not be paid to the Grantor if at the time of such payment an Event of Default or Default has occurred and is continuing, in which event all such amounts will be paid to and held by the Secured Party as security for the Obligations or, at the Secured Party's option, applied by the Secured Party toward the payment of such Obligations at the time due in such order of application as the Secured Party may from time to time elect. At such time as no Event of Default or Default has occurred and is continuing, all such amounts at the time held by the Secured Party in excess of the amount, if any, the Secured Party elected to apply as above provided will be paid to the Grantor. Section 3.4 Rights Assigned. In furtherance of the foregoing, the Grantor hereby irrevocably assigns, transfers and sets over to the Secured Party all rights of the Grantor to any award or payment received by or payable to the Grantor on account of an Event of Loss ARTICLE 4 — INSURANCE Section 4.1 Insurance. Grantor, at its sole cost and expense, will maintain or cause to be maintained: a) aircraft liability insurance covering claims arising from the use or operation of the Aircraft in or over any area (including contractual liability and bodily injury and property damage liability) in an amount not less than the greater of (i) $50,000,000 per occurrence, or such higher amounts as are required by law in the geographic location or country in or over which the Aircraft is flown, operated or located; and (ii) the amounts of aircraft liability insurance from time to time applicable to aircraft operated by Grantor (whether owned or leased) of the type of the Aircraft; b) cargo liability insurance sufficient to cover the maximum value of cargo on the Aircraft at any one time if Grantor is engaged in transporting property of others: c) all-risk aircraft physical damage insurance covering the Aircraft in motion and not in motion, in flight and on the ground. and the Engine and all Parts while attached to or removed from the Airframe, in an amount not less than the lesser of the full insurable value of the Aircraft or the then Loss Value: d) for all locations which the Aircraft travels to and through: war and allied perils insurance to cover the perils of (i) war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, martial law, military or usurped power or attempts at usurpation of power, (ii) strikes, riots. civil commotions of labor disturbances. (iii) any act of one or more persons. whether or not agents of a sovereign power, for political or terrorist purposes and whether the loss or damage resulting therefrom is accidental or intentional, (iv) any vandalism, malicious act or act of sabotage, (v) confiscation, naturalization, seizure, restraint, detention, diversion, appropriation, requisition for title or use by or under the order of any government (whether civil, military or de facto) or public or local authority and (vi) hijacking, or any unlawful seizure or wrongful exercise of control of the crew in flight: and e) such other insurance against such other risks as is usually carried by similar companies owning or leasing and operating aircraft similar to the Aircraft. All such insurance will be maintained with insurers of recognized reputation and responsibility (reasonably satisfactory to Secured Party) having a rating not less than A-: from A.M. Best, or other rating approved by Secured Party. All insurance policies will be in a form acceptable to Secured Party. If Grantor fails to maintain insurance as herein provided, Secured Party may, at its option, provide such insurance, and Grantor will, upon demand, reimburse Secured Party for the cost thereof. Section 4.2 Requirements. All insurance policies required hereunder will: (a) require 30 days' prior written notice to Secured Party of cancellation, non-renewal or material change in coverage (any such cancellation. non-renewal or change, as applicable, not being effective until the thirtieth (30th) day after the giving of such notice) except. in the case of cancellation for non-payment of premium, only 10 days' prior written notice shall be required and in the case of cancellation of the coverages described under Section 4.1(d). notice as established under the applicable endorsements: (b) name the Additional Insureds (as hereinafter defined) as an additional insured under the liability coverage and name Additional Insureds as sole loss payee under the physical damage insurance coverage; (c) not require contributions from rag>1O, 20 EFTA00012161 EFTA00012162 other policies held by the Additional Insureds: (d) waive any right of subrogation against the Additional Insureds; (e) in respect of any liability of any of the Additional Insureds, except for the insurers' salvage rights in the event of a loss or damage, waive the right of such insurers to setoff, to counterclaim or to any other deduction, whether by attachment or otherwise, to the extent of any monies due the Additional Insureds under such policies; (f) permit but not require that any of the Additional Insureds pay or be liable for any premiums with respect to such insurance covered thereby: (g) provide for coverage in all areas in which the Aircraft is permitted to fly under the terms hereof: (h) provide that all of the provisions thereof, except the limits of liability, will operate in the same manner as if there were a separate policy covering each Additional Insured, and (i) contain breach of warranty provisions providing that, in respect of the interests of the Additional Insureds in such policies, the insurance will not be invalidated by any action or inaction of Grantor or any other person (other than an Additional Insured, as to itself only) and will insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Grantor or by any other person (other than an Additional Insured, as to itself only). As used herein, the term 'Additional Insureds' means 'Filth Third Bank and its subsidiaries and affiliated companies including The Fifth Third Leasing Company, and their respective successors and/or assigns.' Section 4.3 No Right to Setf-insure. Grantor will not self•insure (by deductible. premium achustment, or risk retention arrangement of any kind) the insurance required to be maintained hereunder, except to the extent of deductibles usually and customarily maintained by companies engaged in the same or similar business as Grantor and operating the same or similar aircraft and approved by Secured Party. Section 4.4 Notice of Loss or Damage, Application of Proceeds. Grantor will give Secured Party prompt notice of any damage to or loss of, the Aircraft, or any part thereof. Insurance proceeds for partial loss or damage to the Aircraft or any part thereof will be applied as Secured Party in its sole discretion determines. Section 4.5 Reports Policies Certificates. Prior to the Closing Date. Grantor will deliver to the Additional Insureds certificate(s) of insurance and copies of the lienholder's endorsement evidencing that the insurance coverage required hereunder has been obtained beyond such expiration date. together with a certificate certifying that such insurance complies with the terms hereof, accompanied, if requested by Secured Party, by the applicable policies and report(s) of insurance broker(s) or underwriter(s) as to the conformity of such coverage with such requirements: provided, however, that the Additional Insureds will be under no duty either to ascertain the existence of or to examine any certificates or reports or to advise Grantor if such insurance does not comply with the requirements of this section. Not less than fifteen (15) days prior to the expiration dates of the policies obtained by Grantor pursuant to this Section, Grantor will deliver to the Additional Insured certificate(s) of insurance and copies of the lienholder's endorsement evidencing that the coverage required hereunder has been obtained beyond such expiration date, together with a certificate certifying that such insurance complies with the terms hereof, accompanied by any additional documentation regarding such insurance requested by Secured Party. Section 4.6 Attorney-in Fact. Grantor irrevocably appoints Secured Party (and any assignee, mortgagee and/or lender of the Secured Party) its attorney-in-fact to file, settle, or adjust, and receive payment of, claims under any insurance policy required hereby and to endorse Grantor's name on any checks, drafts or other instruments in payment of such claims. and to otherwise act in Grantor's name and on its behalf to make. execute, deliver and file any instruments or documents necessary in connection therewith, and to take any action as Secured Party (and any such assignee, mortgagee and/or lender) deems necessary or appropriate to obtain the benefits intended to inure to Secured Party under This Section 4. To the extent appropriate or permissible under applicable law, such appointment is coupled with an interest, is irrevocable, and will terminate only upon payment in full of the obligations set forth in this Agreement and/or any agreements, documents or instruments related thereto. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing hereunder. Secured Party agrees that it will not exercise its powers as attorney in fact with respect to claims for damages in amounts payable under such policies of insurance which are less than the lesser of frt 5100,000.00. or (ii) ten percent (10%) of the principal amount of the Note if the original principal amount of the Note is under one million dollars (51,000,000). ARTICLE 5 -- EVENTS OF DEFAULT AND REMEDIES Section 5.1 Events of Default: Remedies. As used herein, the term "Event of Default" means any of the following events: a) Grantor fails to pay any installment of principal or interest on the Note or any amount due hereunder within ten (10) days after the same has become due: b) Grantor fails to keep in full force and effect any of the insurance required under this Agreement, or operates the Aircraft at a time when, or at a place in which, such insurance is not in effect: Prt, 0120 EFTA00012163 EFTA00012164 c) Grantor fails to perform or observe any other covenant (including, without limitation, the financial covenants of Grantor set forth in Section 2.14 above), condition or agreement required to be performed or observed by it hereunder or under any agreement, document or certificate related hereto, and such failure continues for fifteen (15) days after written notice thereof from Secured Party to Grantor; d) Grantor defaults in the payment or performance of any other obligation to Secured Party or any affiliated Person controlling, controlled by or under common control with Secured Party; e) any represenlation or warranty now or hereafter made or information now or hereafter provided by Grantor, including any financial information, proves to be or to have been false, inaccurate, or misleading in any material respect; f) the commencement of any bankruptcy, insolvency, arrangement, reorganization, receivership. liquidation or other similar proceeding by or against Grantor or any of its properties or businesses (which, in the case of a proceeding commenced against Grantor, has not been dismissed within sixty (60) days of the filing thereof), the appointment of a trustee, receiver, liquidator or custodian for Grantor or any of its properties or businesses, or the making by Grantor of a general assignment or deed of trust for the benefit of creditors; g) Grantor defaults in any obligation to a third party; h) if Grantor's obligations are guaranteed by any other party. an 'Event of Default' (under and as defined in the Guaranty executed by such Guarantor) shall occur; i) Grantor does or agrees to (i) sell, transfer or dispose of all or substantially all of its stock or other ownership interests, assets or property, (ii) merge with or into any other entity or engage in any form of corporate reorganization, (iii) become the subject of, or engage in. a leveraged buy-out or (iv) terminate its existence by merger, consolidation or sale of substantially all of its assets or otherwise; j) if Grantor is a privately held entity, more than 90% of Grantor's voting capital stock or ownership interests or effective control of Grantor's voting ownership interests or capital stock issued and outstanding from time to time is not retained by the holders of such stock or interests on the date of this Agreement; k) if Grantor is a publicly held corporation, there is a change in the ownership of Grantor's stock such that Grantor is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 or no longer has a class of equity securities registered under Section 12 of the Securities Act of 1933: I) Grantor, if an individual, dies or, if a legal entity, is dissolved; m) Grantor becomes insolvent or generally fails to pay its debts as they became due or Grantor admits in writing its inability to pay its debts or obligations generally as they become due; n) Secured Party determines, in its sole discretion and in good faith, that there has been a material adverse change in the business. operations or financial condition of the Grantor since the date of this Agreement or that Grantor's ability to make any payment hereunder promptly when due or otherwise comply with the terms of this Agreement or any other agreement between Secured Party and Grantor is impaired: o) any event or condition set forth in subsections (d) through (m) of this section occurs with respect to any Guarantor or other Person responsible. in whole or in part. for payment or performance of Grantor's obligations under this Agreement: p) any event or condition set forth in subsections (d) through (m) of this section occurs with respect to any affiliated Person, or any Person controlling, controlled by or under common control with Grantor, q) any of the liens created or granted hereby, or intended to be granted or created hereby, to Secured Party fails to be valid, first priority perfected liens subject to no prior or equal lien; r) an additional Lien (other than a Permitted Lien) attaches to the Equipment or any of the other Collateral, the Equipment or any of the other Collateral becomes subject to risk of seizure or forfeiture or Grantor creates in favor of or provides for the benefit of any Person (other than the Secured Party) or registers or consents to the registration with the International Registry of, an International Interest or a Prospective International Interest in or relating to the Airframe or Engines, or provides a IDERA in favor of any Person with respect to the Aircraft other than Secured Party: and s) nonpayment by Grantor of any Rate Management Obligation when due or breach by Grantor of any term. provision or conditioned contained in any Rate Management Agreement. Pawed 20 EFTA00012165 • - EFTA00012166 Section 5.2 Remedies. Upon the occurrence of an Event of Default. Lender may, (i) at its option, declare all of the Obligations, including the entire unpaid principal of all Notes. all of the unpaid interest accrued therein, and all of the other sums (if any) payable by Borrower under this Agreement, any Notes. or any of the other Loan Documents. to be immediately due and payable, plus three percent (3%) of the unpaid principal of all Notes declared due by Lender (as compensation for reinvestment costs and not as a penalty), and (ii) proceed to exercise any one or more of the following remedies and any additional rights and remedies permitted by law (none of which shall be exclusive), all of which are hereby authorized by Borrower. In addition, Secured Party may exercise any one or more of the following remedies, as Secured Party in its sole discretion elects: a) Proceed by appropriate court action, either at law or in equity, to enforce performance by Grantor of this Agreement or to recover damages, including incidental and consequential damages, for the breach hereof. b) Cause Grantor, at its expense. promptly to return the Aircraft to Secured Party at such place as Secured Party designates. c) Enter upon any premises where the Aircraft is located and, without notice to Grantor, take immediate possession of and remove the same, together with any Engines and Pals, by self-help. summary proceedings or otherwise without any liability of any kind whatsoever on the part of Secured Party for or by reason of such entry or taking of possession. d) Sell or otherwise dispose of the Aircraft by public or private sale, with or without notice to the Grantor, and without having the Aircraft present at the place of sale and in such manner as it deems appropriate. Secured Party may elect to purchase the Aircraft at such sale for a price not less than the highest bona fide bid given by a Person unrelated to Grantor. Grantor waives all of its rights under laws governing such sale to the extent permitted by law. Grantor hereby agrees that ten working days' prior notice to Grantor of any public sale or of the time after which a private sale may be negotiated will be conclusively deemed commercially reasonable notice. e) Hold, keep idle, lease. de-register, export or use or operate all or part of the Aircraft without any liability whatsoever and store the Aircraft on Grantor's premises pending lease or sale or hold a sale on such premises without liability for rent or costs whatsoever. Enter upon any premises where the Aircraft is located and. take immediate possession of and remove the same. together with any Engines and Parts. by any legal means. 0 By offset, recoupment or other manner of application, apply any security deposit. monies held in deposit or other sums then held by Secured Party or any affiliate of Secured Party, and with respect to which Grantor has an interest, against any obligations of Grantorr arising under this Agreement, any Notes or any other Loan Document, whether or not Grantor has pledged, assigned or granted a security interest to Secured Party in any or all such sums as collateral for said obligations. 9) Exercise any other right or remedy available to Secured Party under applicable law. In addition, Grantor will be liable for all costs, charges and expenses. including reasonable legal fees and disbursements, incurred by Secured Party by reason of the occurrence of any Event of Default or in enforcing Secured Party's rights under the Agreement, before or in connection with litigation and for any deficiency in the disposition of the Aircraft. Section 5.3 Remedies Cumulative Each and every right. power and remedy herein specifically given to the Secured Party or otherwise in this Agreement or the other Loan Documents are cumulative and are in addition to every other right, power and remedy herein or therein specifically given or now or hereafter existing at law, including upon an Event of Default any applicable remedies specified under the Cape Town Treaty available to Secured Party, in equity or by statute. and each and every right. power and remedy whether specifically herein or therein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Secured Party. and the exercise or the beginning of the exercise of any power or remedy will not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Secured Party in the exercise of any right, power or remedy or in the pursuit of any remedy will impair any such right. power or remedy or be construed to be a waiver of any default on the part of the Grantor to be an acquiescence therein. Section 5.4 Grantor's Waiver of Rights. To the extent permitted by applicable law, the Grantor hereby waives any rights, now or hereafter conferred by statute or otherwise, which might limit or modify any of the rights or remedies of the Secured Party under or in connection with this Article 5. including any right to require Secured Party to sell, lease or otherwise use the Aircraft in mitigation of Secured Party's damages as set forth herein. Pox 10420 EFTA00012167 . EFTA00012168 Section 5.5 Power of Attorney. The Grantor hereby appoints the Secured Party or its designated agent as such Grantor's attorney-in-fact, irrevocably, with full power of substitution, to collect all payments with respect to the Collateral due and to become due under or arising out of this Agreement or any other Loan Document, to receive all moneys (including proceeds of insurance) which may become due under any policy insuring the Collateral and all awards payable in connection with the condemnation, requisition or seizure of the Collateral. or any part thereof, to execute proofs of claim, to endorse drafts, checks and other instruments for the payment of money payable to the Grantor in payment of such insurance moneys and to do all other acts. things, take any actions (including the filing of financing statements or other documents) or institute any proceedings which the Secured Party may deem to be necessary or appropriate at any time to protect and preserve the interest of the Secured Party in the Collateral, or in this Agreement or the other Loan Documents. Section 5.6 Distribution of Amounts Received After an Event of Default. All payments received and amounts realized by the Secured Party with respect to the Collateral after an Event of Default has occurred and is continuing (whether realized from the exercise of any remedies pursuant to this Article 5 or otherwise), as well as payments or amounts then held by the Secured Party as part of the Collateral, will be distributed by the Secured Party in the following order of priority: a) First, so much of such payments and amounts as are required to pay the expenses paid by the Secured Party pursuant to this Article 5 (to the extent not previously reimbursed) will be paid to the Secured Party: b) Second, so much of such payments or amounts as are required to pay the amounts payable to any Indemnified Party (to the extent not previously reimbursed) will be paid to such Indemnified Party: c) Third, so much of such payments or amounts remaining as are required to pay in full the aggregate unpaid principal amount of the Loan, the accrued but unpaid interest thereon to the date of distribution, indemnification for funding losses, if any, and all other Obligations, will be paid to the Secured Party; such payments or amounts to be applied to the amounts so due, owing or unpaid in such order of application as the Secured Party may from time to time elect: and d) Fourth, the balance, if any, of such payments or amounts remaining thereafter will be paid to the Grantor. Section 5.7 Suits for Enforcement. In case of any default in payment of the Loan beyond any applicable grace period, then, regardless of whether or not the Loan has then been accelerated, the Secured Party may proceed to enforce the payment of the Loan. The Grantor agrees that, in the case of any default in the payment of the Loan, it will pay the Secured Party such further amount as is sufficient to pay the costs and expenses of collection, including reasonable attorneys' fees and expenses. ARTICLE 6 REPRESENTATIONS AND WARRANTIES Section 6.1 Representations, Warranties and Covenants of Grantor. Grantor represents, warrants and covenants that: a) Grantor's exact legal name is as set forth in the preamble of this Agreement and Grantor (i) is, and will remain, duly organized, existing and in good standing under the laws of the State set forth in the preamble of this Agreement, (ii) has its chief executive offices at the location set forth in such paragraph, (iii) is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations, (iv) is and will continue to be a "citizen of the United States". within the meaning of the Title 49, Subtitle VII of the United States Code, as amended and recodified, and the regulations thereunder so long as any Obligations are due to Secured Party under the Loan Documents, (v) has not. within the previous six (6) years. changed its name, done business under any other names, changed its chief place of business from its present location, or merged or consolidated with any other entity except as previously disclosed to Secured Party, and (vi) is not insolvent within the meaning of any applicable state or federal law, b) Grantor has full power, authority and legal right to enter into, and to perform its obligations under. each of the Loan Documents and has full right and lawful authority to grant the security interest described in this Agreement: c) The Loan Documents have been duly authorized. executed and delivered by Grantor and constitute legal, valid and binding agreements enforceable under all applicable laws in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws: ^*go I 0!20 EFTA00012169 EFTA00012170 d) No approval, consent or withholding of objections is required from any governmental body, agency, authority or instrumentality or any other entity with respect to the entry into, or performance by. Grantor of any of the Loan Documents, except such as have already been obtained: e) The entry into. and performance by. Grantor of the Loan Documents will not (i) violate any of Grantor's organizational documents or any judgment, order, law or regulation applicable to Grantor, or (ii) result in any breach of. constitute a default under, or result in the creation of. any lien, claim or encumbrance on any of Grantor's property (except for liens in favor of Secured Party) pursuant to, any indenture mortgage. deed of trust, bank loan, credit agreement, or other agreement or instrument to which Grantor is a party; f) There are no suits or proceedings pending or, to Grantor's knowledge, threatened in court or before any commission, board or other administrative agency against or affecting Grantor which could, in the aggregate, have a material adverse effect on Grantor, its business or operations. or its ability to perform its obligations under the Loan Documents; g) All financial statements, if any, delivered to Secured Party in connection wilh the Obligations have been prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement there has been no material adverse change in Grantor's financial condition or business prospects; h) Grantor is (or. if the Aircraft is to be acquired hereafter, will be) and will remain the sole lawful own& of the Aircraft and, except as otherwise consented to in writing by Secured Party. Grantor will remain in sole, open and notorious possession of the Aircraft. Grantor has (or, if the Aircraft is to be acquired hereafter, will upon acquisition thereof have) good and marketable title to the Aircraft and power to dispose of the Aircraft, free and clear of all liens and encumbrances other than the lien evidenced by this Agreement and Permitted Liens. Grantor will, at all times during which any amount remains unpaid hereunder or under the Note, keep the Aircraft and the other Collateral free from all Liens, other than those in favor of Secured Party and Permitted Liens, and Grantor will defend the Aircraft and the other Collateral against all claims and demands of all other persons claiming any interest therein; i) Grantor has filed or caused to be filed all required federal, state and local tax returns. and has paid or caused to be paid and will continue to pay all taxes that are due and payable with respect to its business and assets (except if being contested in good faith and if adequate reserves for the payment thereof have been established). All sales, use, documentation or similar taxes, fees or other charges due and payable on or prior to the date hereof with respect to the sale to and purchase by Grantor of the Aircraft have been paid in full. Grantor will promptly pay or cause to be paid all taxes, license fees, assessments and public and private charges that are or may be levied or assessed on or against the Aircraft or the ownership or use thereof, or on this Agreement; j) Grantor is the registered owner of the Aircraft, as shown in the records of the FAA and. so long as any of the Obligations remain unpaid, Grantor will not impair such registration or cause it to be impaired. suspended or cancelled. nor will Grantor register the Aircraft under the laws of any country except the United States of America: k) Grantor will promptly notify Secured Party of any facts or occurrences which do or, by passage of time or otherwise, will constitute a breach of any of the above warranties and covenants; I) Each of the Engines has 550HP or greater rated takeoff horsepower or the equivalent of such horsepower and, if a jet propulsion engine. has at least 1750 lbs of thrust or its equivalent; m) Except for (i) registration of the Aircraft with the FAA, (ii) filing and recording of this Agreement with the FAA, (iii) the filing of AC Form 8050.135 with respect to the International Interests assigned or created (or to be assigned or created in the case of Prospective Assignments or Prospective International Interests) in the Aircraft by this Agreement and effecting the registration of such interests with the International Registry and (iv) filing of a financing statement under the UCC. no further action, including any filing, registration or recording of any document, is necessary or advisable in order to establish and perfect Secured Party's interest in the Aircraft as against Grantor and/or any other Person; n) Grantor has no pending claims and Grantor has no knowledge of any facts upon which a future claim may be based, in each case for breach of warranty or otherwise, against any prior owner, any manufacturer, or any supplier of the Airframe, any Engine, or any Parts; o) The Records have been kept, and Grantor will so long as any Obligations remain outstanding continue to keep the Records, in accordance with the requirements of the FAA rules and regulations and industry standards. Noe 12 020 EFTA00012171 ... EFTA00012172 p) Grantor is. and will remain, in full compliance with all laws and regulations applicable to it including without limitation. (i) ensuring that no person who owns a controlling interest in or otherwise controls Borrower is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"). Department of the Treasury and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulations or (C) a person designated under Section 1(b), (c) or (d) of Executive Order No 13224 (September 23, 2001). any related enabling legislation or any other similar executive order and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations ARTICLE 7 -- SECURITY INTEREST ABSOLUTE Section 7.1 Security Interest Absolute. All rights of the Secured Party and the security interests and International Interests assigned, granted to and created in favor of the Secured Party hereunder, and all obligations of the Grantor hereunder, will be absolute and unconditional, irrespective of: a) any lack of validity or enforceability of any Loan Document; b) the failure of the Secured Party to: assert any claim or demand or to enforce any right or remedy against the Grantor or any other Person under the provisions of the Loan Agreement any other Loan Document or otherwise: or (ii) to exercise any right or remedy against any Guarantor of, or collateral securing, any of the Obligations: c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or any other extension, compromise or renewal of any of the Obligations: d) any reduction, limitation, impairment or termination of any of the Obligations (or any reason, including any claim of waiver, release, surrender, alteration or compromise, and will not be subject to (and the Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality. nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any of the Obligations: e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from. any of the terms of the Loan Agreement or any other Loan Document; or f) any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Obligations: or any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, any surely or any guarantor. ARTICLE 8 -- MISCELLANEOUS Section 8.1 Governing Law: Jurisdiction. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF OHIO. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WILL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Grantor hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement or any of the other Loan Documents may be instituted or brought in the courts of the State of Ohio or in the United States Courts located in the State of Ohio, and the appellate courts from any thereof as Secured Party may elect or in any other state or Federal court as Secured Party shall deem appropriate, and by execution and delivery of this Agreement, the Grantor hereby irrevocably accepts and submits to, and in respect of its property, generally and unconditionally, the exclusive jurisdiction of any such court, and to all proceedings in such courts. Grantor irrevocably consents to service of any summons and/or legal process by first class, certified United States air mail, postage prepaid. to Grantor at the address set forth herein, such method of service to constitute, in every respect, sufficient and effective service of process in any such legal action or proceeding. Nothing in this Agreement or in any of the other Loan Documents shall affect the right to service of process in any other manner permitted by law or limit the right of Secured Party to bring actions, suits or proceedings in the courts of any other jurisdiction. Grantor further agrees that final judgment against it in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the liability. Secured Party and Grantor agree that such state and Federal courts of and within the State of Ohio have non-exclusive jurisdiction in respect of any claims brought under the Cape Town Treaty relating to the Aircraft Page i. fr 20 EFTA00012173 . . EFTA00012174 Section 8.2 Notices. All notices and other communications hereunder will be in writing and will be transmitted by hand, overnight courier or certified mail (return receipt requested). US postage prepaid. Such notices and other communications will be addressed if to Secured Party. Fifth Third Bank — Equipment Finance. 38 Fountain Square Plaza. MO10904A, Cincinnati, Ohio 45263. and if to Grantor at the address set forth in the introductory paragraph of this Agreement or at such other address as any party may, from time to time. designate by notice duly given in accordance with this section. Such notices and other communications will be effective upon the earlier of receipt or three days after mailing if mailed in accordance with the terms of this section. Section 8.3 Time of the Essence. Time is of the essence in the payment and performance of all of Grantor's obligations hereunder and under the other Loan Documents. Section 8.4 Limitation as to Enforcement of Rights, Remedies and Claims. Nothing in this Agreement. whether express or implied. will be construed to give to any Person other than the Grantor and the Secured Party any legal or equitable right, remedy or claim under or in respect of this Agreement or any other Loan Document. Section 8.5 Severability of Invalid Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such provision, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. Section 8.6 Assignment. GRANTOR WILL NOT SELL. TRANSFER, ASSIGN, CHARTER. LEASE. CONVEY. PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER THE AIRCRAFT OR THIS AGREEMENT, AND ANY SUCH ATTEMPTED SALE, TRANSFER, ASSIGNMENT. CHARTER, LEASE, CONVEYANCE, PLEDGE. MORTGAGE OR ENCUMBRANCE, WHETHER BY OPERATION OF LAW OR OTHERWISE, SHALL BE OF NO FORCE OR EFFECT WITHOUT THE PRIOR WRITTEN CONSENT OF SECURED PARTY. IN ADDITION, GRANTOR WILL NOT ENTER INTO ANY INTERCHANGE AGREEMENT WITH RESPECT TO THE AIRCRAFT OR RELINQUISH POSSESSION OF THE AIRCRAFT OR ANY ENGINE, OR INSTALL ANY ENGINE OR PART, OR PERMIT ANY ENGINE OR PART TO BE INSTALLED, ON ANY AIRFRAME OTHER THAN THE AIRFRAME DESCRIBED HEREIN. No consent by Secured Party to any of the foregoing will in any event relieve Grantor of primary, absolute and unconditional liability for its duties and obligations under this Agreement. Secured Party, at any time with or without notice to Grantor. may sell, transfer, assign and/or grant a security interest in all or any part of Secured Party's interest in the Loan Documents or the Aircraft or any part thereof (each, a "Secured Party Transfer") and Grantor hereby expressly consents in advance to any such assignment by Secured Party of the Loan Documents and Secured Party's associated rights therein, including in connection therewith any assignment of Secured Party International Interests assigned or created hereunder in or relating to the Aircraft. Any purchaser, transferee, assignee or secured party of Secured Party (each a "Secured Party Assignee") will have and may exercise all of Secured Party's rights hereunder with respect to the items to which any such Secured Party Transfer relates, and Grantor will not assert against any Secured Party Assignee any claim Grantor may have against Secured Party, provided Grantor may assert any such claim in a separate action against Secured Party. Upon receipt of written notice of a Secured Party Transfer, Grantor will promptly acknowledge in writing its obligations under this Agreement, wilt comply with the written directions or demands of any Secured Party Assignee and will make all payments due under the assigned Agreement as directed in writing by the Secured Party Assignee. Following such Secured Party Transfer, the term 'Secured Party" will be deemed to include or refer to each Secured Party Assignee. Grantor will provide reasonable assistance to Secured Party to complete any transaction contemplated by this subsection. Subject to the restriction on assignment contained in this subsection, this Agreement inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto. Section 8.7 Benefit of Parties. Successors and Assigns: Entire Agreement All representations, warranties, covenants and agreements contained herein or delivered in connection herewith will be binding upon, and inure to the benefit of. the Grantor and the Secured Party and their respective legal representatives. successors and assigns. This Agreement, together with the other Loan Documents, constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements of such parties. Section 8.8 Further Assurances. At any time and from time to time, upon the reasonable request of the Secured Party, the Grantor will promptly and duly execute and deliver any and all such further instruments and documents and lake such action (including providing any necessary consents) with the International Registry as may be reasonably specified in such request, and as are reasonably necessary to perfect, preserve or protect the security interests, International Interests and assignments created or intended to be created hereby. or to obtain for the Secured Party the full benefit of the specific rights and powers herein granted and assigned, including the execution and delivery of Uniform Commercial Code financing statements and continuation statements with respect thereto, or similar instruments relating to the perfection of the mortgage, security interests. International Interests or assignments created or intended to be created hereby. P690 11 0120 EFTA00012175 EFTA00012176 Section 8.9 Performance by Secured Party. In its discretion, the Secured Party may (but will not be obligated to), at any time and from time to time (regardless of whether or not a Default or an Event of Default has occurred), for the account of the Grantor, pay any amount required to be paid by the Grantor hereunder, or do any act required of the Grantor hereunder, and which the Grantor fails to pay or do at the time required, and any such payment will be repayable to the Secured Party by the Grantor on demand, will bear interest at the Default Rate, and will be secured by the Collateral. Section 8.10 Indemnity. Grantor will indemnify and hold harmless Secured Party and each Secured Party Assignee, on an after tax basis, from and against any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees), obligations, demands and judgments (collectively, a "Liability") arising out of or in any way related to: (a) Grantor's failure to perform any covenant under any of the Loan Documents, (b) the untruth of any representation or warranty made by Grantor under the Loan Documents, (c) the order, manufacture, purchase, ownership, selection, acceptance, rejection, possession, rental, sublease. operation, use. maintenance, control, loss, damage, destruction, removal, storage, surrender, sale, condition, delivery, return or other disposition of or any other matter relating to the Aircraft, or (d) injury to persons, property or the environment including any Liability based on strict liability in tort, negligence, breach of warranties or Grantor's failure to comply fully with applicable law or regulatory requirements: provided, that the foregoing indemnity will not extend to any Liability to the extent resulting solely from the gross negligence or willful misconduct of Secured Party. Section 8.11 Amendments. Neither this Agreement. nor any of the terms hereof, may be terminated. amended, supplemented. waived or modified orally, but only by an instrument in writing which is signed by the party against whom the enforcement of the termination, amendment, supplement, waiver or modification is sought. Section 8.12 Waiver of Jury Trial. SECURED PARTY AND GRANTOR HEREBY EACH WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THE AIRCRAFT OR THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. THIS WAIVER IS MADE KNOWINGLY. WILLINGLY AND VOLUNTARILY BY SECURED PARTY AND GRANTOR, WHO EACH ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THIS WAIVER APPLIES TO ANY SUBSEQUENT AMENDMENTS. RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. GRANTOR AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST THE SECURED PARTY OR ANY OTHER PERSON INDEMNIFIED UNDER THIS AGREEMENT ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL. INCIDENTAL OR PUNITIVE DAMAGES. Section 8.13 Counterpart Execution. Joint and Several Liability. This Agreement and any amendments to this Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when so executed and delivered, will be an original, but all such counterparts will together constitute but one and the same instrument. Fully executed sets of counterparts will be delivered to, and retained by, the Grantor and the Secured Party. If this Agreement is executed by more than one Person as Grantor, the obligations of all such signers hereunder will be joint and several and all references to "Grantor" will apply both jointly and severally. ARTICLE 9 -- DEFINITIONS Section 9.1 Definitions. In this Agreement, unless the context otherwise requires. the terms defined herein and in any agreement executed in connection herewith include, where appropriate, the plural as well as the singular and the singular as well as the plural. Except as otherwise indicated, all agreements defined herein refer to the same as from time to time amended or supplemented, or the terms thereof waived or modified in accordance herewith and therewith. The terms "including,' includes' and Include" will be deemed to be followed by the words "without limitation." Unless otherwise defined herein, capitalized terms used herein have the meanings given thereto in the Note. The following terms have the respective meanings set forth below: a) "Act" means the Federal Aviation Act of 1958. as amended from time to time and recoddied at 49 U.S.C. § 44101 et seq. b) "Agreement', 'this Agreement". "hereby'. "herein". 'hereof'. 'hereunder' or other like words means this Aircraft Secunty Agreement, as it may be amended, modified or supplemented from time to time. c) "Aircraft' means the Airframe together with the Engine(s), whether or not such Engine(s) are installed on the Airframe or any other airframe. d) 'Airframe" means (i) one (1) Raytheon Aircraft Company 400A aircraft (excluding, however, the Engine or engines from time to time installed thereon) having the United States Registration Number and Par 15o1X. EFTA00012177 . . EFTA00012178 manufacturers serial number specified on Schedule 1 attached hereto. (ii) any and all avionics, appliances, instruments, accessories and parts, and all replacements therefor, which are from time to time incorporated or installed in or attached thereto or which have been removed therefrom, and (iii) any replacement airframe which may from time to time be substituted for such Airframe in accordance with the terms of the Agreement. e) "Business Day' means a day other than a Saturday or Sunday on which the banks are open for business in Cincinnati. Ohio. 0 'Cape Town Treaty has the meaning provided in 49 U.S.C. §44113(1). g) "Closing Date' means the date on which the Secured Party makes the Loan to Grantor pursuant to the Note. h) "Collateral' has the meaning set font, in Section 1.1 hereof. i) "Commodity Exchange Ace means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time. and any successor statute. "Default" means an event which, after the giving of notice or lapse of time, or both, would become an Event of Default. k) "Default Rate' means the rate per annum set forth in Section 7 of the Note. I) 'IDERA' means an Irrevocable De-Registration and Export Request Authorization in substantially the form annexed to the Cape Town Treaty. m) "Engine' means (i) each of the (2) engines manufactured by Williams International, model FJ44- 3AP Series having the manufacturer's serial number specified on Schedule 1 attached hereto (which engine(s) have 550HP or greater rated takeoff horsepower or the equivalent of such horsepower and, if such engine is a jet propulsion aircraft engine, has al least 1750 lb of thrust or its equivalent), whether or not from time to time installed on the Airframe or any other airframe, (ii) any replacement engine which may from time to time be substituted for the Engine pursuant to the terms of the Agreement, and (iii) in each case. any and all pans which are from time to time incorporated or installed in or attached to the Engine and any and all parts removed therefrom. n) 'Equipment" means any or all of the Airframe, Engines and Parts. o) 'Event of Default' has the meaning set forth in Section 5.1 hereof. p) "Event of Loss" means: the Aircraft is lost stolen, destroyed, rendered permanently unfit for its intended use, or irreparably damaged, from any cause whatsoever; the Aircraft is returned to the manufacturer or seller or either of their agents or nominees pursuant to any warranty settlement or patent indemnity settlement. (iii) the Aircraft is damaged to the extent that an insurance settlement is made on the basis of a total loss or a constructive or compromised total loss: (iv) the Aircraft is prohibited from use for air transportation by any agency of the Government for a period of six months or more: or (v) the Aircraft is taken or requisitioned by condemnation or otherwise by any governmental Person, including a foreign government or the Government resulting in loss of possession by the Grantor for a period of six months or more. An Event of Loss with respect to the Aircraft will be deemed to have occurred if an Event of Loss occurs with respect to the Airframe that constitutes a part of the Aircraft. q) 'Excluded Swap Obligation' means, with respect to any guarantor of a Swap Obligation, including the grant of a security interest to secure the guaranty of such Swap Obligation, any Swap Obligation if, and to the extent that, such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such guarantor's failure for any reason to constitute an "eligible contract participant' as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Swap Obligation or security interest is or becomes illegal. Par ,6 N20 EFTA00012179 EFTA00012180 r) 'FAA' means the United States Federal Aviation Administration or any governmental Person, agency or other authority succeeding to the functions of the Federal Aviation Administration. s) 'Government' means the federal government of the United States of America or any instrumentality or agency thereof. t) 'Guarantor means individually and collectively, any guarantor of Grantor's obligations owed to Secured Party. u) 'Guaranty" means individually and collectively, any agreement under which any Guarantor guarantees Grantor's obligations owed to Secured Party. v) 'Incorporated in' means incorporated, installed in or attached to or otherwise made a part of. w) 'Indemnified Parties" means the Secured Party and its successors. assigns. transferees. directors, officers. employees, shareholders. servants and agents. x) International Interest" shall have the meaning provided thereto in the Cape Town Treaty. y) 'International Registry' has the meaning provided in 49 U.S.C. §44113(3). z) "Lien' means any assignment, mortgage. pledge, lien, charge. encumbrance, lease security, interest International Interest. Prospective Assignment. Prospective International Interest, or any claim or exercise of rights affecting the title to or any interest in property. aa) 'Loan Documents" means, collectively, this Agreement, the Note, the Guaranty, if any, an IDERA in favor of Secured Party, the Rate Management Agreement and all other documents prepared by Secured Party and now or hereafter executed in connection therewith and all amendments. restatements. modifications and supplements thereto. bb) "Loss Value' means 100% of the amount necessary to pay in full, as of the date of payment thereof, the principal and accrued interest on the Loan plus any prepayment premium. If an Event of Loss occurs during a period of time when no prepayment is permitted, the Loss Value will include a prepayment premium in an amount equal to 3% of the then outstanding principal balance remaining under the Note. cc) 'Modified Following Business Day Convention" means the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day. dd) 'Note' means, collectively, all now existing or hereafter executed promissory notes by Grantor as maker in favor of Secured Party. which, according to their respective terms, are executed pursuant to. and secured by the Collateral pledged under. this Agreement, and all amendments, restatements. modifications and supplements thereto. ee) 'Note Payment Date" has the meaning set forth in the Note. ff) 'Obligations' has the meaning given in Section 1.1. gg) 'Parts' means all appliances, parts. components, instruments, appurtenances. accessories. furnishings and other equipment of whatever nature (other than a complete engine or engines) whether now owned or hereafter acquired which may from time to time be incorporated in the Airframe or any Engine (and "Part' means any of the foregoing) or, after removal therefrom, so long as such Parts remain subject to the Lien of this Agreement in accordance with Section 2.4 or Section 2.5 hereof. hh) 'Prospective Assignment' shall have the meaning provided thereto in the Cape Town Treaty. ii) 'Prospective International Interest' shall have the meaning provided thereto in the Cape Town Treaty. jj) 'Permitted Lien' means: (i) Liens in favor of or expressly consented to in writing by the Secured Party and (ii) mechanics or other like Liens arising in the ordinary course of business for amounts which are not material and the payment of which is either not yet due or is being contested in good faith by appropriate proceedings so long as such proceedings do not. in the Secured Party's opinion, involve any material danger of the attachment. sale, forfeiture or loss of any item of Equipment or any interest therein (including the Lien of the Secured Party). One I? a 20 EFTA00012181 EFTA00012182 kk) "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. II) Primary Hangar Location' has the meaning specified in Section 2.8. mm) "Purchase Agreement" (if any) means the Purchase Agreement dated October 2, 2013, between Nextant Aerospace, LLC as seller, and Grantor as buyer. as it may be amended, modified or supplemented from time to time. nn) 'Rate Management Agreement" means any agreement, device or arrangement providing for payments which are related to fluctuations of interest rates. exchange rates. forward rates, or equity prices. including. but not limited to. dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements. forward rate currency or interest rate options, puts and warrants. and any agreement pertaining to equity derivative transactions (e.g., equity or equity index swaps, options. caps, floors, collars and forwards), including without limitation any ISDA Master Agreement between Grantor and Secured Party or any affiliate of Fifth Third Bancorp, and any schedules. confirmations and documents and other confirming evidence between the parties confirming transactions thereunder, all whether now existing or hereafter arising, and in each case as amended, modified or supplemented from time to time. oo) "Rate Management Obligations" means any and all obligations of Grantor to Secured Party or any affiliate of Fifth Third Bancorp. whether absolute, contingent or otherwise and howsoever and whensoever (whether now or hereafter) created, arising, evidenced or acquired (including all renewals. extensions and modifications thereof and substitutions therefore), under or in connection with (i) any and all Rate Management Agreements. and (ii) any and all cancellations, buy-backs. reversals, terminations or assignments of any Rate Management Agreement. PP/ 'Records" means the records, logs and other material described in Section 2.2. qq) 'Swap Obligation' means any Rate Management Obligation that constitutes a 'swap' within the meaning of section la(47) of the Commodity Exchange Act. as amended from time to time. rr) 'UCC" or 'Uniform Commercial Code" means the Uniform Commercial Code as in effect in any applicable jurisdiction. (Signature pages follow) Rego TS of 20 EFTA00012183 . EFTA00012184 IN WITNESS WHEREOF, the parties have each executed this Aircraft Security Agreement, as of the date set forth above. GRANTOR: THORAIR, LLC Name: By: X Title: Address: Sandusky, OH 44870 Attention: Telecopier. STATE OF U r\ 10 ) ss COUNTY OF if 1.e On this ..14 day of December, 2013. before me the subscriber personally appeared being by me duty sworn, did depose, and say,that he resides at Ell t County. State of t..N that he is the VaStor n \- of I 11l!f • the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said company. NO ARY PU LIC My Commission Expires: NOTA . ... OHIO nettOrdell ire M.tflina County My Commission expires Sep, r. 2075 Page 190170 EFTA00012185 EFTA00012186 SECURED PARTY: FIFTH THIRD BA By: Name: Title: CS President Address: 38 Fountain Square Plaza Cincinnati, Ohio 45263 Attention: Telecopier-. STATE OF Ohm COUNTY OF knit ss On this L 7 el day of December, 2013. before me the subscr: er per pnally appeared being by me duly sworn, did depose and say: that he resides at ICounly, State of Ohio: that is a \AIL( rtc [R atlitirf ifth Third bank, the entity described in and which executed the foregoing instrument; and that he sighed his name thereto by order of the Board of Directors of said corporation. My Commission Expires. Notary Pubic. tate My Commission Expires Odds 21.2018 TE P090 main EFTA00012187 .• ••• . EFTA00012188 Schedule 1 lo Aircraft Security Agreement Airframe Make and Model: Raytheon Aircraft Company 400A United States Registration Number: N493LX Airframe Manufacturer's Serial Number: RK-244 Engine Make and Model: Williams International FJ44-3AP Engine Manufacturer's Serial Numbers: 252767 and 252768 Avionics: Rockwell Collins Pro Line 21 TM Avionics Suite with two Primary Flight Displays (PFD), two Multi-Function Displays (MFD), Single IFIS electronic chart installation, Dual solid-state AHRS-3000S, TCAS-II, WAAS/LPV Enablement, 406 MHz ELT and DBU-5000 data loader Additional Features: XM Weather providing graphical weather display on either MFD, Aircell Axxess® System: Combined high-speed wireless internet & dual Satellite phones Cabin Equipment & Entertainment Features: Soolowl.mslot, EFTA00012189 . ..M. EFTA00012190 Exhibit A to Aircraft Security Agreement FORM OF IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION THIS IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IS LINKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED DECEMBER 27, 2013, BY AND BETWEEN THORAIR, LLC AND FIFTH THIRD BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH December 27. 2013 To: Federal Aviation Administration Re. Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of the Raytheon Aircraft Company 400A bearing manufacturers serial number RK-244 and registration N493LX (together with all installed, incorporated or attached accessories, parts and equipment, the 'aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Fifth Third Bank ("the authorized party') under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests. (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration, for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago. on 7 December 1944. and (b) procure the export and physical transfer of the aircraft from the United States of America: and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall co-operate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Administration. THORAIR, LLC By: EXHIBIT A- DO NOT SIGN Name: Title: n- Inge l a EFTA00012191 EFTA00012192 FILED WITH PM AIRCRAFT REGISTRATION RR 2013 DEC 30 Pfl 2 98 OKLAHOMA CITY OKLAHOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005634587 Oxig #7130 xet'd to CND EFTA00012193 EFTA00012194 8 0 0 a IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION 0 THIS IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IS LINKED TO AND PART OF A) CO THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED DECEMBER 27, 2013, BY AND BETWEEN THORAIR, N LLC AND FIFTH THIRD BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION O CONTEMPORANEOUSLY HEREWITH December 27, 2013 To: Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of the Raytheon Aircraft Company 400A bearing manufacturers serial number RK-244 and registration N493LX (together with all installed, incorporated or attached accessories, parts and equipment, the 'aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Fifth Third Bank ("the authorized party") under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944, and (b) procure the export and physical transfer of the aircraft from the United States of America; and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall co-operate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the Aircraft Register maintained b the Federal Aviation Administration. THORAI By: Name: Title: (4-l the,/ 1+s Mein EFTA00012195 EFTA00012196 FILED WITH FAA AIRCRAFT REGISTRATION BR 2013 DEC 30 PR 2 '19 OKLAHOMA CITY OKLAHOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005467132 See Recorded Cony #RT008294 Doc Id #7131 EFTA00012197 EFTA00012198 00 0 a r" . 0 DELCARATION 0 0 of co INTERNATIONAL OPERATIONS O The undersigned owner of aircraft N493LX, Manufacturer Raytheon Aircraft Company Model 400A, Serial Number RK-244 declares that this aircraft is scheduled to make an international flight* on 1213j 12013 as flight Number N/A departing Richmond Heights. OH with a destination of Windsor. Ontario. Canada required route between two points in the United States involves international navigation, explain under Comments below. e.g. 'partly over Canada' or "partly in international airspace.] Expedited registration in support of this international flight is requested this 30 day of Thle-mber 2013 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more than 5 years, or both. 18 U.S.C. §1001(a). Ont. . ,..; Name of Owner: Th 0 O bi U Signature: Typed Name and Ti 5 • .. . • t.• 66 9f required route between two points in the United States involves international navigation, explain under Comments, e.g. "partly over Canada" or "partly in international airspace". Comments: Please fax the flying time wire to Insure 'r r p tle Service Inc. aM- . rI ./i •. : ', .,: . ..: :A., Filed b : piS ' ' ,Th.. .. ., .. ., Insured Aircraft Title Service Inc i 6 Li 144.0. CS CAR Phone 'COPY EFTA00012199 EFTA00012200 FILED WITH FAA TION BR AIRCRAFT REGISTRA 2013 DEC 30 P19 3 16 OKLAHOMA CITY OKLAHOMA FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Germany 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check One box) 01. Individual 02. Partnership CRE.3. Corporation O4. Co -Owner 0 5. Government 0 8. Non-Citizen Corporation • 9. Non -Citizen Corporation Co-Owner NAME OR APPLICANT (Person(s) shown on evidence of ownership. If individual. give last name, first name, and middle initial.) IIII ThorAir, LLC Ph sical Address: • ndusky, H 44870 TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant also be Shawn.) Number and street: P.O. Box 2210 Rural Route: P.O. Box: CITY STATE ZIP CODE Sandusky OH 44871 • • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may bo grounds for punishment by fine and/or imprisonment (U.S. Code. Title 18, Sec. 1001). • CERTIFICATION I/WE CERTIFY: (1) That the above aircraft Is owned by the undersigned aPPlicant, who is a Citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) Or: CHECK ONE AS APPROPRIATE: a. • A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. 0 A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership Is attached or has been tiled with the Federal Aviation Administration. NOTE: II executed for co-ownersh' - all applicants must sign. Use reverse side if necessary. • i • TYP ., TIT tik s...t.jer:a...e.er_ cys DATE Ni- 1 cil ,...nz ta. M - 0 Z -= TiTLE-i-Lv..5,6,- -.)-- em f DATE 0 o J-r-tC. tx R in =7) TITLE DATE a 0- W o- 03 NOTE Pending receipt of the Certificate of Aircraft Regis ration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (5/12) (NSN 0052-00-628-9007) EFTA00012201 EFTA00012202 ,FILED WITH FAA a AIRCRAFT REGISTRATION BR 2013 OW 30 PM 1 16 OKLAHOMA CITY OKLAHOMA 0 0 UNITED STATES OF AMERICA FORM APPROVED Co OMB NO. 2120-0042 0 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 0 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 0 UNITED STATES 8 REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. 0 RK-244 0 DOES THIS 301H DAY OF Dec. ., 2013 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block zI FOR FM USE ONLY y DDD NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) THORAIR. LLC PHYSICAL ADDRESS: SANDUSKY, OH 44871 SANDUSKY, OH 44870 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS s c) ' DAY OF Dec. , 2013. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) N) Ce NEXTANT AEROSPACE, LLC ILI -I -I MANAGER LLI (/) •: AtIt•lillAll crv,crackty shiny °Cell ilOCIN cnci of toonecc nc CAA ocrnonain• unuunicn KAAV CIC OCell linen t, 1 MAI I A%Al. CnCI VALIDITY OF THE INSTRUMENT.) 133641333456 ORIGINAL: TO FAA 55.110 12/30/2013 AC Form 8050.2 (1109) (NSN 0052-00-629-0003) Supersedes Previous Edition 'Aircraft used herein shall Include Ilia aimanie easerioed below and the ILN11i arn - ) model fl 41 aircraft eryines yrith manufacturet's serial numbers and r29/k.9-1 EFTA00012203 EFTA00012204 FILED WITH FAA AIRCRAFT REGISTRATION BR 2013 DEC 30 PIT1 1 16 OKLAHOMA CITY OKLAHOMA O Eh' UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 0 AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT 2 DESCRIBED AS FOLLOWS: UNITED STATES 0 0 REGISTRATION NUMBER N493LX a a 0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 30111 DAY OF TNT ., 2013 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY it I NAINMDE mDAuNAD L (s A}.DGDIvREELASS (IF ST NAME. FIRST NAME. AND MIDDLE INITIAL.) U) NEXTANT AEROSPACE, LLC Lt CLEVELAND, OH 44143 D DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS a DAY OF , 2013. Dec • NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP ALL MUST SIGN. SELLER FLIGHT OPTIONS, LLC VP ADMINISTRATION & CONTRACTS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00429-0003) Supersedes Previous Edition 'Aircraft used herein shall include the niereme eesefieed below and the Wi 11 t 05Y15 modei c3Nq aircraft eneinm Sit manufacturers serial numbers .9'5,9 ?LOS and EFTA00012205 EFTA00012206 FILED WITH FAA AIRCRAFT REGISTRATION BR 2013 DEC 30 PEI 1 13 OKLAHOMA CITY OKLAHOMA O o N 0 0 C FAA RELEASE OF LIEN 2 The Prudential Insurance Company of America - Collateral Agent, as secured party under the Security Agreements and Amendments to Security Agreements (the "Security a Agreements"), described and defined on Exhibit A attached hereto, hereby releases from a the terms of the Security Agreements all of its right, title and interest in and to the Aircraft and Engines ("Aircraft and Engines") described and defined on Exhibit A attached hereto. ti O IN WITNESS WHEREOF the parties have signed this FAA Release of Lien as of this a2 S day of nnalr.in 2013. a) The Prudential Insurance Company of America as Collateral Agent By: Nam11.111 Title: Vice President EFTA00012207 EFTA00012208 FILED WITH FAA AIRCRAFT REGISTRATION BR ZE3 ritift 28 Pfl 3 41 OKLAHOMA CITY OKLAHOMA EXHIBIT A FAA RELEASE Security Agreements Aircraft Security Agreement dated November 16, 2011 between The Prudential Insurance Company of America - Collateral Agent, as secured party and Flight Options, LLC, as debtor, recorded by the Federal Aviation Administration on December 14, 2011 as conveyance number KT006654. First Amendment to Aircraft Security Agreement KT006654 dated January 10, 2013 recorded January 24, 2013 as FAA conveyance number CW006411 between The Prudential Insurance Company of America - Collateral Agent, as secured party and Flight Options, LLC as debtor. Aircraft and Engines N493LX, Raytheon Aircraft Company 400A, Serial Number RK-244 and Two (2) Pratt & Whitney Canada Jr150-5 Engines, Serial Numbers PCE-JA0256 and PCE-JA0257. EFTA00012209 EFTA00012210 FILED WITH FAA AIRCRAFT REGISTRATION BR 2013 NH 28 P1 3 91 OKLAHOMA CITY OKLAHOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE004629477 See recorded conveyance number KT006654 et al Doc ID 6550 EFTA00012211 EFTA00012212 1ECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION 914UM: 493LX KIX R.V, AVIATION ADMINISTRATION SERIAL NUM: RK-244 CROSS-REFERENCE-RECORDATION MIR: RAYTHEON AIRCRAFT COMPANY NIODEL: 400A AIR CARRIER: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form %lilt the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED FIRST AMENDMENT TO AIRCRAFT SECURITY AGREEMENT (S/N RK-244) JANUARY 10.2013 (SEE RECORDED CONV#KT006654. DOC ID 6550. PG 1) FROM DOCUMENT NO. FLIGHT OPTIONS LLC CW00641 I TO OR ASSIGNED TO DATE RECORDED PRUDENTIAL INSURANCE COMPANY OF AMERICA JAN 24, 2013 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: I Total Sparc Parts. N493I,X P&W C JTI5D-5 PCE-3A0256 P&W CJTI5D-5 PCE-JA0257 tFS-750-2.3R (08/09) EFTA00012213 EFTA00012214 FIRST AMENDMENT TO AIRCRAFT SECURITY AGREEMENT (SIN RK-244) 0 THIS FIRST AMENDMENT TO AIRCRAFT SECURITY AGREEMENT (S/N RK-244) (this "Amendment") is made as of January 10, 2013, by and between FLIGHT OPTIONS, LLC, a Delaware limited liability company ("Borrower") and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as collateral agent ("Agent") for the Lenders (as defined in the Security Agreement defined below). to 0 to a RECITALS to A. Borrower has executed an Aircraft Security Agreement (S/N RK-244) dated as of November 16, 2011 (as amended and assigned from time to time, the "Security Agreement"), in favor of Agent as more fully A described on Exhibit A attached hereto and made a part hereof. Pursuant to the Security Agreement, Borrower has granted Agent for the benefit of Lenders a first priority security interest, security assignment and lien, in, against, under and with respect to all of Borrower's right, title and interest in, to and under certain collateral, including, without limitation, a Raytheon Aircraft Company model 400A aircraft bearing 0 manufacturers serial number RK-244 and U.S. Registration No. N493LX, as more fully described on Exhibit A A hereto (the "Aircraft"). B. Borrower and Agent have agreed to modify certain provisions of the Security Agreement. C. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Security Agreement. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Security Agreement Amendments. From and after the date of this Amendment: (a) The Security Agreement is hereby amended by deleting Section 2.4(i) in its entirety and replacing it with the following: "(i) Borrower may sell the Aircraft at any time after the Lien in the Aircraft has been released in accordance with Section 3.5 hereof; and" (b) The Security Agreement is hereby amended by deleting Section 3.5 thereof in its entirety and replacing it with the following: "3.5 Release of Lien. Upon receipt by Lenders on or before the date set forth on Annex H hereto of the Release Payment (to be allocated among Lenders based on their respective pro rata share of the Obligations) in immediately available funds, together with interest thereon through such date, if applicable, so long as no Default or Event of Default then exists, Lenders shall release the aircraft identified on such Annex corresponding to such Release Payment from the Lien of the applicable security agreement in favor of Lender. For purposes hereof "Release Payment" means, for any Aircraft or group of Aircraft, the payment specified by reference to Annex H hereto. Notwithstanding the foregoing, to the extent at any time that the Release Payment exceeds the aggregate unpaid Obligations, then the aggregate Release Payment for any and all remaining aircraft indicated on Annex H at such time shall equal the aggregate unpaid Obligations.' (c) The Security Agreement is hereby amended by deleting Annex D to the Security Agreement in its entirety and replacing it with Annex D in the form set forth on Exhibit B attached hereto and made a part hereof. 130111523347 $15.00 01/11/2013 2581729 (RK-244 AMENDMENT) EFTA00012215 EFTA00012216 FILED WITH FAA AIRCRAFT REGISTRATI0I! BR 2013 JAN 11 PM 3 15 OKLAHOMA CITY OKLAHOMA (d) The Security Agreement is hereby amended to delete Annex E to the Security Agreement in its entirety and replacing it with Annex E in the form set forth on Exhibit C attached hereto and made a part hereof. (e) The Security Agreement is hereby amended to add Annex H to the Security Agreement in the form set forth on Exhibit D attached hereto and made a part hereof. 2. References in Security Agreement. Each and every reference in the Security Agreement to 'this Agreement" is deemed for all purposes to reference the Security Agreement as amended pursuant to this Amendment unless the context clearly indicates or dictates a contrary meaning. 3. Ratification: Grant of Security Interest. Borrower hereby agrees for the benefit of Agent and Lenders and their respective successors and assigns that nothing contained herein shall be construed in any manner to in any manner affect, impair, lessen, release, cancel, terminate or extinguish the indebtedness, liabilities or obligations of Borrower under the Security Agreement or the other Loan Documents. In no event shall this Amendment be deemed a waiver, discharge, substitution or replacement of the Security Agreement or the other Loan Documents. Borrower hereby ratifies and confirms in all respects all of its indebtedness, liabilities and obligations under the Security Agreement and the other Loan Documents and agrees that, except as expressly modified by this Amendment, the Security Agreement and the other Loan Documents shall continue in full force and effect as if set forth specifically herein. As a precautionary matter, as collateral security for the prompt and complete payment and performance as and when due of all of the Obligations, Borrower hereby ratifies, confirms and re-grants to Agent for the benefit of Lenders a first priority security interest in and lien on, and consents to the registration of an international interest in, and collaterally assigns to Agent, all of Borrower's right, title and interest in, to and under all of the Collateral. 4. Representations. Borrower hereby represents, warrants and agrees that: (a) the Recitals to this Amendment are true and accurate in each and every respect and are all incorporated by reference herein; (b) each and every of its representations and warranties set forth in the Loan Documents continues to remain true, accurate and complete as if the same were made on the date hereof; (b) this Amendment, the Security Agreement as modified hereby and the other Loan Documents are the valid and legally binding obligations of Borrower, fully enforceable against Borrower in accordance with their terms; (c) the terms of the Security Agreement and the other Loan Documents have not heretofore been amended or modified by any action or omission or course of conduct on the part of Agent or either Lender (other than by a formal written agreement executed by Lenders), nor has Agent or either Lender waived or relinquished any of their rights, powers or remedies under the Loan Documents; (d) the payment and performance of the Obligations are, and shall, in accordance with the terms of the Loan Documents, continue to be, secured by, among other things, the Financed Aircraft, the Additional Aircraft and the other collateral described in the Loan Documents: (e) Agent has a first priority perfected security interest in, and lien on, the Financed Aircraft, the Additional Aircraft and the other collateral described in the Loan Documents; (f) the aircraft described in Exhibit B hereto are the Financed Aircraft for all purposes of the Loan Documents; and (g) the aircraft described in Exhibit C hereto are the Additional Aircraft for all purposes of the Loan Documents. If any of the foregoing representations and warranties shall prove to be false, incorrect or misleading in any material respect, Agent or either Lender may, in its absolute and sole discretion, declare that a default has occurred and exists under the Loan Documents, and Agent and Lenders shall be entitled to all of the rights and remedies set forth in the Loan Documents as the result of the occurrence of such default. 5. Expenses of Agent and Lenders. Borrower hereby agrees to reimburse Agent and Lenders upon demand for all expenses of Agent and Lenders (including the fees and expenses of their legal counsel and FAA Counsel) in connection with (a) the preparation of this Amendment and the other documents executed and/or delivered in connection herewith; and (b) the filing of this Amendment with the FAA and the registrations with the International Registry in connection therewith. 6. Release. Borrower hereby waives, releases and forever discharges Agent and each Lender and the other Indemnified Parties of and from any and all indemnified liabilities (as defined in the Security Agreement) arising, directly or indirectly, out of or in connection with any of any act, omission, representation or any other matter whatsoever or thing done, omitted or suffered to be done by any Indemnified Party that has occurred in whole or in part at any time up to and immediately preceding the moment of the execution of this 2581729 2 (Pk-244 AMENDMENT) EFTA00012217 EFTA00012218 Amendment. including, but not limited to, the negotiation, making, borrowing, administration, enforcement and /or collection of the Loan Documents. 7. Governing Law; Jurisdiction: Waiver of Jury Trial. This Amendment shall be construed and enforced in accordance with, and the rights of both parties shall be governed by, the internal laws of the State of New York (without regard to the conflict of laws principles of such state, other than Sections 5-1401 and 5- 1402 of the New York General Obligations Law), including all matters of construction, validity, and performance. Borrower hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Amendment may be instituted or brought in the courts of the State of New York or the U.S. District Court for the Southern District of New York, as Agent may elect, or in any other state or Federal court as Agent shall deem appropriate, and by execution and delivery of this Amendment, Borrower hereby irrevocably accepts and submits to, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of any such court, and to all proceedings in such courts. BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AMENDMENT OR ANY OF THE LOAN DOCUMENTS. 8. Miscellaneous. (a) Upon the request of Agent, Borrower, at its sole cost and expense, shall execute and deliver to Agent such further instruments and shall do and cause to be done such further acts with respect to the Security Agreement, this Amendment and any other document executed in connection herewith as Agent may deem necessary or desirable in Agent's sole discretion to carry out more effectively the provisions and purposes of this Amendment and the Security Agreement. (b) This Amendment and the Security Agreement contain the entire agreement among Agent and Borrower regarding the subject matter hereof and completely and fully supersede all other prior agreements, both written and oral, among Agent and Borrower relating to the subject matter hereof. Neither Agent nor Borrower shall hereafter have any rights under such prior agreements but shall look solely to this Amendment and the Security Agreement for the definition and determination of all of their respective rights, liabilities and responsibilities relating to the subject matter hereof. The headings in this Amendment are for convenience only and shall not limit or otherwise affect any of the terms hereof. (c) No modification or waiver of any of the provisions of this Amendment, nor any consent to any departure by Borrower therefrom, shall be effective until and unless it is in writing and signed by Agent, and any such waiver shall be effective only in the specific instance and for the specific purpose for which it is given. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute but a single instrument. (d) All of the terms and conditions of this Amendment shall survive the execution and delivery of this Amendment and the performance and repayment of the Obligations. (e) In the event that any provision of this Amendment is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, then such provision only shall be deemed null and void and shall not affect any other provision hereof, and the remaining provisions shall remain operative and in full force and effect. (f) This Amendment shall be binding upon Borrower and its successors and assigns and shall inure to the benefit of Agent and Lenders and their respective successors and assigns. Time is of the essence with regard to this Amendment. (SIGNATURES ON NEXT PAGE( 2581729 3 (RK-244 AMENDMENT) EFTA00012219 EFTA00012220 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunder duly authorized, all as of the date first set forth above FLI By: Na Title: ie xecu ive icer THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: Title: 2581729 (RK•244 AMENDMENT) EFTA00012221 i EFTA00012222 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunder duly authorized, all as of the date first set forth above. FLIGHT OPTIONS, LLC By: Name: Title: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA. as Collateral Agent By Nam Title Vice President 2581729 (RK-244 AMENDMENT) EFTA00012223 EFTA00012224 EXHIBIT A TO AMENDMENT DESCRIPTION OF SECURITY AGREEMENT Aircraft Security Agreement (S/N RK-244) dated as of November 16, 2011, by Flight Options, LLC in favor of The Prudential Insurance Company of America, as collateral agent, which was recorded with the Federal Aviation Administration (the "FAA") on December 14, 2011, under conveyance number KT006654. DESCRIPTION OF AIRCRAFT One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturers List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft that consists of the following components: (a) Airframe bearing U.S. Registration No. N493LX and manufacturers serial number RK-244. (b) Two (2) Pratt & Whitney Canada model JT15D-5 (described on the International Registry Manufacturer's List as PRATT & WHITNEY CANADA model JT15D SERIES) aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry Manufacturer's List as JA0256 and JA0257) (each of which has 550 or more rated takeoff horsepower or the equivalent of such horsepower). (c) Standard avionics and equipment, all other accessories, additions, modifications and attachments to, and all replacements and substitutions for, any of the foregoing. 2581729 5 (RK-244 AMENDMENT) EFTA00012225 I i EFTA00012226 EXHIBIT B TO AMENDMENT [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 6 (RK•244 AMENDMENT) 2581729 EFTA00012227 EFTA00012228 EXHIBIT C TO AMENDMENT [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2581729 7 (RK-244 AMENDMENT) EFTA00012229 EFTA00012230 EXHIBIT D TO AMENDMENT [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2581729 8 IRK-244 AMENDMENT) EFTA00012231 EFTA00012232 FILED WITH FAA AIRCRAFT REGISTRATION OR 2013 JfIN 11 P11 3 15 OKLAHOMA CITY OKLAHOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE004430869 ORIG AMEND S/A RET'D TO IATS DOC ID 0756, 1/11/2013 EFTA00012233 EFTA00012234 1ECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNUM: 493LX FEDI RAI, AVIATION ADMINISTRATION SERIAL NUM: RK-244 CROSS-REFERENCE-RECORDATION MFR: RAYTHEON AIRCRAFT COMPANY NIODEL: 400A AIR CARRIER: This form is to be used in cases whae a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT SECURITY AGREEMENT (S/N RK-244) 11/16/11 FROM DOCUMENT NO. FLIGHT OPTIONS LLC ICT006654 TO OR ASSIGNED TO DATE RECORDED THE PRUDENTIAL INSURANCE COMPANY OF AMERICA DEC 14, 2011 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Sparc Parts. N493I,X P&W C JTI5D-5 PCE-JA0256 P&W C JT I5D-5 PCE-JA0257 "IDERA %FS-750-23R (08/09) EFTA00012235 EFTA00012236 CERTIFIED COPY -1 BY FM TO BE RECORDED A AIRCRAFT SECURITY AGREEMENT (S/N RK-244) 0 0 0 THIS AIRCRAFT SECURITY AGREEMENT (S/N RK- 44) (together with all Addenda, Riders and Annexes hereto, this "Agreement) is dated as of November , 2011 (the "Closing Date"), by FLIGHT z 0 OPTIONS, LLC, a Delaware limited liability company (*Borrower") in favor of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as collateral agent ("Agent) for the Lenders (as defined below) with a notice address of: c/o Prudential Capital Group — Commercial Asset Finance, 3350 Riverwood 0 Parkway, Suite #1500, Atlanta, GA 30339, Attention Managing Director. a 0 RECITALS A. The Prudential Insurance Company of America ("PICA") and/or Ferry Street I LLC ('Ferry' rti and together with PICA, "Lenders") are parties to certain loan and aircraft security agreements, promissory notes (the "Notes") and other loan documents securing, evidencing or relating to loans financing the Financed Aircraft (the "Existing Documents"). 0 Ni W B. The Borrower has requested that lenders amend certain of the Existing Documents, and > Lenders are willing to do so, provided that the Borrower secure the Obligations by granting Agent a Lien K on the Additional Aircraft and related collateral. TI > NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower agrees as follows: Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in Annex A attached hereto and made a part hereof. SECTION 1. Representations and Warranties. In order to induce Lenders to amend the Existing Documents, Borrower represents and warrants to Agent and Lenders, and agrees with Agent and Lenders, that: (a) Borrower (i) is duly qualified to do business in each jurisdiction in which the conduct of its business or the ownership or operation of its assets requires such qualification, including the jurisdiction of the primary hangar location of the Aircraft, other than any such jurisdiction as to which the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) has the necessary limited liability company authority and power to own and operate the Aircraft and its other material assets and to transact the business in which it is engaged; (iii) is a "citizen of the United States' within the meaning of the Transportation Code; and (iv) has full limited liability company power, authority and legal right to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to grant the security interest, security assignment and Lien created by this Agreement; (b) (i) Borrower's name as shown in the preamble of this Agreement is its exact legal name as shown on its certificate of formation or limited liability company agreement, each as amended and in effect as of the Closing Date; (ii) Borrower has the form of business organization set forth in Annex B attached hereto and made a part hereof and is and will remain duly organized, validly existing and in good standing under the laws of the state of its organization set forth in Annex B hereto; (iii) Borrower's federal taxpayer identification number, state-issued organizational identification number (if any) and chief executive office and principal place of business address are all as set forth on Annex B hereto; and (iv) Borrower is "situated" in a country that has ratified or acceded to the Cape Town Convention within the meaning of Article 4 of the Convention; (c) this Agreement (i) has been duly authorized by all necessary action on the part of Borrower consistent with its form of organization and does not require the approval of or notice to any other Person 113201547419 I hereby certify that I have compared this 15.00 11/16/2011 2394767 original and it is a true and correct copy t -204 SECURITY AGREEMENT) EFTA00012237 EFTA00012238 r I4ED WITH FAA '?CRAFT REGISTRATION BR 2011 140U 16 Pr 3 22 OKLAHOMA CITY OKLAHOMA (including any trustees or holders of indebtedness) or any governmental authority; (ii) does not contravene or constitute a default under any Applicable Law, its certificate of formation or limited liability company agreement or any agreement, indenture or other instrument to which Borrower is a party or by which it may be bound; (iii) does not require approval of, or notice to, any governmental body, authority, or agency in connection with either the execution, delivery or performance by Borrower of this Agreement and the other Loan Documents, or the validity or enforceability of this Agreement and the other Loan Documents to which it is a party, except for the recordation of this Agreement and the making of certain other filings with the FM, the filing of UCC financing statements in the appropriate recording offices by Agent or its counsel, and the making of all necessary registrations with the International Registry, including to register Agent's security interest, security assignment and Lien in the Collateral, all of which shall have been duly effected as of the Closing Date or promptly thereafter; and (iv) will not result in the creation or imposition of any Lien on any of the assets of Borrower other than Agent's security interest, security assignment and Lien created hereby with respect to the Collateral; (d) this Agreement has been duly authorized, executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms (including, without limitation, the grant of security interest in this Agreement), except to the extent that the enforcement of remedies may be limited under applicable bankruptcy, insolvency, fraudulent conveyance and transfer or moratorium laws and the equitable discretion of any court of competent jurisdiction; (e) there are no proceedings pending or, so far as the officers, managers, or members of Borrower know, threatened in writing against or affecting Borrower or any of its property before any court, administrative officer or administrative agency that could impair Borrower's title to the Aircraft, or that, if decided adversely, could reasonably be expected to have a Material Adverse Effect (collectively, a "Proceeding") and to the knowledge of Borrower, Borrower has no pending claims and has no knowledge of any facts upon which a future claim may be based, against any prior owner, the manufacturer or supplier of the Aircraft, or of any Engine or Part for breach of warranty or otherwise; (f) (i) Borrower has good and valid title to the Aircraft subject to no Liens other than Agent's security interest, security assignment and Lien created hereby; (ii) Agent has a legal, valid and continuing perfected, first priority security interest, security assignment and Lien in the Collateral; and (iii) all filings, recordings, registrations or other actions necessary or desirable in order to establish, perfect and give first priority to Agent's security interest, security assignment and Lien in the Collateral (including, without limitation, the filing of this Agreement and a FM Entry Point Filing Form International Registry (AC Form 8050-135)) with the FM and any registrations with the International Registry pursuant to the Cape Town Convention) have been duly effected, and all Impositions in connection therewith have been duly paid to the extent required to be paid on the Closing Date; (g) there are no Registerable Interests registered with the International Registry with respect to any of the Collateral; (h) Borrower has the power to grant the security interest, security assignment and Lien created hereby in the Collateral, each within the meaning of Article 7(b) of the Convention; (i) (i) the Aircraft has been delivered to Borrower, is in Borrower's possession and is, as of the Closing Date, unconditionally, irrevocably and fully accepted by Borrower, (ii) the Aircraft has been inspected by Borrower to its complete satisfaction and, without limiting the foregoing, the Aircraft (A) has been found to be airworthy and otherwise in good working order, repair and condition (normal wear and tear excepted) and fully equipped to operate as required under Applicable Standards for its purpose, and (B) is in conformity with the requirements of the Applicable Standards; (iii) all of the avionics set forth on Schedule A to Annex C attached hereto and made a part hereof are on board the Aircraft and are in proper working condition, and (iv) the Aircraft is primarily hangared at the location set forth on Annex B hereto; (j) each of the Engines has at least 1,750 pounds of thrust or its equivalent; 2394767 2 (RK•244 SECURITY AGREEMENT) EFTA00012239 1 EFTA00012240 (k) the Airframe is type certified by the FAA to transport at least eight people (including crew) or goods in excess of 2,750 kilograms; and (I) the information contained in Annex C hereto (including the registration number of the Airframe, the serial numbers of the Airframe and the Engines, and manufacturer and model numbers of the Airframe and Engines) is true and accurate in all respects. SECTION 2. Covenants. Borrower covenants and agrees that from and after the Closing Date and so long as any of the Obligations are outstanding: 2.1 Notices and Further Assurances. Borrower will, at its sole expense: (a) promptly give written notice to Agent of (i) the occurrence of any Default or Event of Default; (ii) the occurrence of any Event of Loss; (iii) the commencement or threat of any Proceeding; (iv) any dispute between Borrower and any governmental regulatory body or other Person that involves the Aircraft or that might materially interfere with the normal business operations of Borrower; (v) any Material Damage concurrently with its report of same to the applicable governmental authority, and if no such report is required, within ten (10) days of the occurrence of such Material Damage, together with any damage reports provided to the FAA or any other governmental authority, the insurers or supplier of the Aircraft, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges; (vi) any Lien that attaches to the Aircraft and the full particulars of the Lien, within ten (10) days after Borrower becomes aware of such Lien; (vii) any change of the primary hangar location from that set forth in Annex B hereto, at least ten (10) days prior to any such change; (viii) any accident involving the Aircraft causing bodily injury or property damage to third parties, within five (5) days of such accident; (ix) the renewal or replacement of the insurance coverage required by this Agreement, at least ten (10) days prior to the policy expiration date for such insurance; and (x) any material change in the appearance or coloring of the Aircraft; and (b) promptly execute and deliver to Agent such further instruments, UCC and FM filings and other documents, make, cause to be made and/or consent to all registrations with the International Registry and take such further action, as Agent may from time to time reasonably request in order to further carry out the intent and purpose of this Agreement and the other Loan Documents and to establish and protect the rights, interests and remedies created, or intended to be created, in favor of Agent hereby and thereby. Borrower hereby irrevocably authorizes Agent and any employee, officer or agent thereof, in such jurisdictions where such action is authorized by law, to effect any such recordation or filing without the signature of Borrower thereto. Borrower hereby further agrees that (i) it shall not change its presently existing legal name or its form or state of organization on or at any time after the date of this Agreement without Agent's prior written consent, (ii) if its presently existing state organizational identification number changes on or at any time after the date of this Agreement, Borrower shall immediately notify Agent thereof, and (iii) it shall not change its presently existing mailing, chief executive office and/or principal place of business address on or at any time after the date of this Agreement without giving Agent fifteen (15) days' prior written notice of the same. Borrower will pay, or reimburse Agent for, any and all fees, taxes, insurance premiums, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation and protection of the Collateral and the perfection and first priority of Agent's security interest, security assignment and Lien therein. 2.2 General Obligations. Borrower shall: (a) duly observe and conform to all requirements of Applicable Law relating to the conduct of its business and to its properties or assets, except where the failure to conform could not reasonably be expected to have a Material Adverse Effect; (b) duly observe and conform in all material respects to all requirements of Applicable Law relating to the Aircraft; (c) obtain and keep in full force and effect all rights, franchises, licenses and permits that are necessary to the proper conduct of its business in all material respects; (d) obtain and keep in full force and effect all rights, franchises, licenses and permits relating to the Aircraft; (e) remain a "citizen of the United States" within the meaning of the Transportation Code; (f) obtain or cause to be obtained as promptly as possible any governmental, administrative or agency approval and make any filing or registration therewith (including, without limitation, with the FM and the International Registry) required with respect to the 2394767 3 (RK-244 SECURITY AGREEMENT) EFTA00012241 I EFTA00012242 performance of its obligations under this Agreement and the other Loan Documents to which it is a party or necessary for the conduct and operation of the Aircraft and its business; (g) cause the Aircraft to remain duly registered, in its name, under the Transportation Code; (h) pay and perform all of its obligations and liabilities when due; and (i) not discharge or allow to be discharged any international interest or other Registerable Interest created in favor of Agent. 2.3 Taxes. Borrower will file with all appropriate taxing authorities all Federal, state and local income tax returns that are required to be filed and all registrations, declarations, returns and other documentation with respect to any personal property taxes (or any other taxes in the nature of or imposed in lieu of property taxes) due or to become due with respect to the Aircraft. Borrower will (i) pay on or before the date when due all taxes as shown on said returns (other than any of the foregoing being contested in good faith by appropriate and diligent legal proceedings and for which appropriate reserves are maintained in accordance with GAAP) and all taxes assessed, billed or otherwise payable with respect to the Aircraft directly to the appropriate taxing authorities; (ii) pay when due all license and/or registration or filing fees, assessments, governmental charges and sales, use, property, excise, privilege, value added and other taxes (including any related interest or penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon Borrower or the Aircraft with respect to the landing, airport use, manufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, chartering, operation, possession, use or disposition of the Aircraft or any interest therein; and (iii) pay when due all stamp, documentary, registration or other like duties or taxes now or hereafter imposed by any governmental authority on or in connection with this Agreement or the other Loan Documents (the items referred to in (i), (ii) and (iii) above being referred to herein collectively, as "Impositions'). 2.4 No Disposition of Collateral or Liens: Title and Security Interest: Sale of Aircraft. Borrower shall not sell, assign, enter into any Third Party Agreement, convey, mortgage, exchange or otherwise encumber, transfer or relinquish possession of or dispose of the Airframe, Engines (including all associated rights associated with or secured thereby and the related international interests), proceeds, any part thereof or any of the other Collateral or attempt or offer to do, or suffer or permit any of the foregoing until the Obligations shall have been indefeasibly paid in full. The foregoing shall not be deemed to prohibit the delivery of possession of the Aircraft, any Engine or Part to another Person for testing, service, repair, maintenance, overhaul or, to the extent permitted hereby, for alteration or modification. Borrower will not create, assume or suffer to exist any Liens on or with respect to the Aircraft, any Engine, APU, Part or any of the other Collateral, or Borrower's interest therein other than Permitted Liens. Borrower will promptly take such action as directed by Agent to duly discharge any such Lien. Borrower will warrant and defend its good and marketable title to the Aircraft, free and clear of Liens other than Permitted Liens, and the perfection and first priority of Agent's security interest, security assignment and Lien in the Collateral, against all claims and demands whatsoever. Notwithstanding anything contained herein to the contrary, so long as no Event of Default or Default then exists: (i) upon thirty (30) days' prior written notice to Agent, Borrower may sell the Aircraft, provided that (x) on the sale date Agent receives in immediately available funds the Minimum Payment set forth on Annex G hereto corresponding to the month in which such sale occurs, together with any principal installment then due and payable under the Obligations and all interest accrued on the Obligations through the date of payment to Agent (collectively, the "Sale Payment"), first, to be applied to the payment in whole or in part of the Obligations in such order and manner as Agent may elect, and second, any excess remaining after such application, to be disbursed to Borrower; and (y) if the unpaid principal balance of any of the Notes is reduced by such Minimum Payment, the principal installments set forth in Exhibit A to such Note shall be deemed amended from and after the payment date immediately following the sale date to reflect the amortization of the then unpaid principal balance of such Note over the remaining payment dates as determined by Agent in its sole discretion; and (ii) Borrower may charter the Aircraft to any customer of Borrower from time to time, in each case, subject, however, to the satisfaction of the following conditions: (A) Borrower shall hold a current and valid Air Carrier Certificate and Air Taxi Certificate (Part 298 Certificate) issued by the FAA; (B) Borrower shall 2394767 4 (RK-244 SECURITY AGREEMENT) EFTA00012243 EFTA00012244 be and remain in compliance with any and all Applicable Laws with respect to any such charter or any use and operation of the Aircraft under any charter agreement; (C) Borrower maintains appropriate insurance with regard to the operation of the Aircraft under Part 135 of the FARs (which insurance shall be in form and substance satisfactory in all respects to Agent in the exercise of its reasonable credit judgment); and (D) no charter exceeds thirty (30) days in duration; and (iii) Borrower may make the Aircraft temporarily available to a fractional share owner participating in Borrower's fractional share program pursuant to a master interchange agreement between Borrower and such fractional share owner (the "Interchange Agreement"), in each case, subject, however, to the following conditions: (A) Borrower shall hold a current and valid Air Carrier Certificate and Air Taxi Certificate (Part 298 Certificate) issued by the FAA and shall at all times be in full compliance with any and all applicable FARs and any other Applicable Laws with respect to the use and operation of the Aircraft under the Interchange Agreement and in Borrower's fractional share program; (B) the Interchange Agreement entered into with such fractional share owner shall (1) not contain provisions that are inconsistent with the provisions of any of the Loan Documents or cause Borrower to breach any of its representations, warranties or agreements under any of the Loan Documents, (2) not convey any Lien on or any property right, title or other interest in the Airframe, the Engines or any of the other Collateral, other than the right to have the Aircraft made available to such fractional share owner pursuant to such Interchange Agreement, (3) be and remain subject and subordinate to Agent's Lien in and with respect to the Collateral and Agent's rights and remedies under the Loan Documents, and (4) not permit any further disposition of or Lien on the Airframe, the Engines or any of the other Collateral; and (C) such other terms and conditions as Agent deems reasonably necessary and appropriate; and (iv) upon thirty (30) days' prior written notice to Agent, Borrower may lease the Aircraft, subject, however, to the satisfaction of the following conditions (which conditions shall be satisfied prior to, and at all times during, any leasing of the Aircraft pursuant to the terms of this paragraph): (A) the lessee is and remains a solvent, domestic company; (B) any such lease shall be in full and complete compliance with Part 91 of the FARs or any other Applicable Standards with respect to any such lease or to the use and operation of the Aircraft under such lease; (C) a copy of any proposed lease is delivered to Agent and is in form and substance satisfactory in all respects to Agent; (0) Borrower and lessee duly execute and deliver to Agent, the Consent to Lease (the terms of which are hereby incorporated by their reference); (E) any such lease (1) constitutes a "true" lease under the UCC and other applicable commercial law and for the purposes of the Cape Town Convention, and not a grant of a "security interest" as such term is used in Section 1-201 (37) of the UCC, (2) expressly, and at all times remains, subject and subordinate to this Agreement and the rights of Agent hereunder and in and to the Aircraft, including, without limitation, any rights of Agent to repossess the Aircraft and to terminate such lease pursuant to Section 5 hereof, (3) does not permit any further leasing or other disposition, (4) does not permit any de-registration of the Aircraft from the FAA registry or registration of the Aircraft in the registry of the aviation authority or other governmental authority of any other nation, (5) does not contain provisions that are inconsistent with the provisions of this Agreement or cause Borrower to breach any of its representations, warranties or agreements under or in connection with this Agreement, (6) automatically terminates upon the occurrence of any Event of Default under this Agreement, and (7) otherwise conforms to the Consent to Lease; (F) Borrower does not convey any interest (except for any leasehold interest expressly permitted in this paragraph) in, or Lien on, the Aircraft; and (G) Borrower (1) shall not file or record, or permit or consent to the filing or recordation of, any such lease with the FAA, except for truth in leasing purposes under 14 CFR Section 91.23, and (2) shall not register, or consent to the registration of, any international interests or prospective international interests in connection with any such lease and/or the Aircraft with the International Registry or under the Cape Town Convention. In no event shall the foregoing permitted chartering, leasing or other undertaking contemplated in this Section 2.4 reduce any of the obligations of Borrower or the rights of Agent or either Lender under this Agreement, and all of the obligations of Borrower shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety. 2.5 Use of Aircraft: Maintenance: Excess Use; Modifications; Loaner Engines: Identification. Security. 2394767 5 (RK•244 SECURITY AGREEMENT) EFTA00012245 EFTA00012246 (a) Borrower will operate the Aircraft under and in compliance with Part 135 of the FARs, subject to the terms hereof. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the FAA, the Transportation Security Administration, any other applicable governmental authority and the insurance policies required under this Agreement. (b) Borrower will operate the Aircraft in a careful and proper manner in compliance with all Applicable Standards, including, without limitation, its operation, maintenance and security. The Aircraft shall not be operated, used or located outside the continental United States, except that it may be flown temporarily to any country in the world for any purpose expressly permitted under this Agreement. Notwithstanding the foregoing, the Aircraft shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise), (i) that is excluded from the insurance required hereunder (or specifically not covered by such insurance), (ii) with which the United States does not maintain favorable diplomatic relations, (iii) in any area of recognized or threatened hostilities, (iv) to the extent that payment of any claim under the insurance required hereunder directly or indirectly arising or resulting from or connected with any such flight, operation, use or location would be prohibited under any trade or other economic sanction or embargo by the United States of America, or Iv) in violation of this Agreement or any Applicable Standards, including any U.S. law or United Nations Security Council Directive. (c) Borrower will, at its own expense, (i) maintain, inspect, service, repair, overhaul and test the Airframe, each Engine, any APU and each Part in accordance with Applicable Standards; (ii) make any alteration or modification to the Aircraft that may at any time be required to comply with Applicable Standards, to cause the Aircraft to remain airworthy or to maintain the Aircraft's airworthiness certification; (iii) furnish all parts, replacements, mechanisms, devices and servicing required therefor so that the condition and operating efficiency of the applicable Airframe, Engine, APU or Part will at all times be no less than its condition and operating efficiency as and when delivered to Borrower, ordinary wear and tear from proper use alone excepted; (iv) promptly replace all Parts that become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever; (v) maintain (in English) all Records in accordance with Applicable Standards; and (vi) enroll and maintain the Airframe in a Computerized Maintenance Monitoring Program and the Engines in the Engine Maintenance Program. All repairs, parts, replacements, mechanisms and devices so furnished shall immediately, without further act, become part of the Aircraft and subject to the security interest created by this Agreement. All maintenance procedures shall be performed by properly trained, licensed, and certified maintenance sources and maintenance personnel utilizing replacement parts approved by the FAA and the manufacturer of the applicable Airframe, Engine, APU or Part. Without limiting the foregoing, Borrower shall comply with all mandatory service bulletins and airworthiness directives by causing compliance to such bulletins and/or directives to be completed through corrective modification in lieu of operating manual restrictions. Borrower shall not discriminate in its maintenance of the Aircraft between the Aircraft and any other aircraft that Borrower may lease, own, operate or maintain. (d) On or before the tenth (10th) day after each annual anniversary of the Closing Date, Borrower shall provide to Agent a report specifying the number of flight hours on the Airframe at the start of said year of operation and the number of flight hours on the Airframe at the end of said year of operation, in each case as determined by the Aircraft's Hobbs meter. If the number of flight hours on the Airframe in any year of operation (based on a 12-month period commencing on the Closing Date and each 12-month period thereafter) is in excess of the flight hours limitation set forth on Annex B hereto, then Borrower shall pay Agent an amount equal to the per hour charge set forth on Annex B hereto for each flight hour during such 12-month period in excess of such flight hours limitation. Agent shall apply such payment as a partial prepayment of the Obligations without any prepayment penalty. Such payment shall be made to Agent on or before the thirtieth (30th) day after each annual anniversary of the Closing Date. (e) Borrower will not make or authorize any improvement, change, addition or alteration to the Aircraft that will impair the originally intended function or use of the Aircraft, diminish the value of the Aircraft as it existed immediately prior thereto, or violate any Applicable Standard; and any Part, 2394767 6 (RK-244 SECURITY AGREEMENT) EFTA00012247 EFTA00012248 mechanism, device or replacement added to the Aircraft in connection therewith shall immediately, without further act, become part of the Aircraft and subject to the security interest, security assignment and Lien created by this Agreement. (f) Borrower shall prominently display on the Aircraft the FAA Registration number specified in Annex C hereto. If requested by Agent in writing, Borrower shall, at its expense, attach to the Aircraft a notice satisfactory to Agent disclosing Agent's security interest in the Aircraft. (g) In the event any Engine is damaged and is being repaired, or is being inspected or overhauled, Borrower, at its option, may temporarily substitute another engine of the same make and model as the Engine being repaired or overhauled (any such substitute engine being hereinafter referred to as a "Loaner Engine") during the period of such repair or overhaul' provided no Event of Default or Default then exists and (i) installation of the Loaner Engine is performed by a maintenance facility certified by the FAA and manufacturer with respect to an aircraft of this type, (ii) the Loaner Engine is removed, and the repaired or overhauled original Engine is reinstalled on the Airframe promptly upon completion of the repair or overhaul but in no event later than the earlier of ninety (90) days after removal or the occurrence of an Event of Default, and (iii) the Loaner Engine is free and clear of any Lien that might impair Agent's rights or interests in the Aircraft and is maintained in accordance herewith. (h) Borrower shall implement all security measures and systems required by any governmental authority, or by any insurance policies or that are necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts. Upon Agent's request (but without Agent having any obligation with respect to Borrowers compliance with the provisions of this Section 2.5(h)), Borrower shall provide Agent with evidence of Borrowers compliance with its obligations under this Section 2.5(h). 2.6 Insurance. (a) Borrower agrees to maintain at all times, at its sole cost and expense, with insurers of recognized reputation and responsibility satisfactory to Agent (but in no event having an A.M. Best or comparable agency rating of less than "A-"): (i) (A) comprehensive aircraft and general liability insurance against bodily injury or property damage claims including, without limitation, contractual liability, premises damage, public liability, death and property damage liability, public and passenger legal liability coverage, and sudden accident pollution coverage, in an amount not less than $150,000,000.00 for each single occurrence, and (B) personal injury liability in an amount not less than $25,000,000.00; (ii) "all-risk" ground, taxiing, and flight hull insurance on an agreed-value basis, covering the Aircraft, provided that such insurance shall at all times be in an amount not less than the full replacement value of the Aircraft (as determined by Agent in its reasonable judgment) (such amount re- determined as of each anniversary of the Closing Date for the next succeeding year throughout the term of this Agreement); and (iii) war risk and allied perils (including confiscation, appropriation, expropriation, terrorism and hijacking insurance) in the amount of 550,000,000 for liability insurance and in the amount required in paragraph (b) above for hull insurance. (b) Any policies of insurance carried in accordance with this Section 2.6 and any policies taken out in substitution or replacement of any such policies shall (i) be endorsed to name Agent and Lenders as additional insureds as their interests may appear (but without responsibility for premiums), (ii) provide, with respect to insurance carried in accordance with Section 2.6(a)(ii) or (a)(iii) above, that any amount payable thereunder shall be paid directly to Agent as sole loss payee and not to Agent and Borrower jointly. (iii) provide for thirty (30) days' (seven (7) days' in the case of war, hijacking and allied perils) prior written notice by such insurer of cancellation, (iv) include a severability of interest clause providing that such policy shall operate in the same manner as if there were a separate policy covering 2394767 7 (RK-244 SECURITY AGREEMENT) EFTA00012249 EFTA00012250 each insured, (v) waive any right of set-off against Agent and/or Lenders, and any rights of subrogation against Agent and/or Lenders, (vi) provide that in respect of the interests of Agent and Lenders in such policies, that the insurance shall not be invalidated by any action or inaction of Borrower or any other Person operating or in possession of the Aircraft, regardless of any breach or violation of any warranties, declarations or conditions contained in such policies by or binding upon Borrower or any other Person operating or in possession of the Aircraft, and (vii) be primary, not subject to any co-insurance clause and shall be without right of contribution from any other insurance. Notwithstanding clause (ii) of the preceding sentence, so long as no Default or Event of Default then exists and no Event of Loss with respect to the Aircraft has occurred, any amount payable to Agent pursuant to clause (ii) above shall be paid if (A) $200,000.00, or more, in the aggregate, to Agent and Borrower, jointly, as their interests may appear, and released by Agent to Borrower or other appropriate Persons in payment of the costs actually incurred with respect to repairs made to the Aircraft so as to restore it to the operating condition required by this Agreement, or shall be disbursed by Agent as otherwise required by this Agreement, or (B) less than $200,000.00 in the aggregate, to Borrower (and such amounts shall be applied by Borrower to pay the costs of such repairs). Borrower shall consult with Agent prior to agreeing to any settlement or adjustment of any claim in respect of damage, repair or other loss to the Aircraft, including, without limitation, the Airframe, Engines and any Part, where the cost of replacement or fair market value of the damage, repair or other loss to the Aircraft, including, without limitation, the Airframe, Engines and any Part, is in excess of $200,000.00. (c) All of the coverages required herein shall be in full force and effect worldwide throughout any geographical areas to, in or over which the Aircraft is operated. Borrower shall not self-insure (by deductible, premium adjustment, or risk retention arrangement of any kind) the insurance required to be maintained hereunder. All insurance proceeds payable under the requisite policies shall be payable in U.S. Dollars. Borrower agrees that it shall obtain and maintain such other insurance coverages, or cause adjustments to be made to the scope, amount or other aspects of the existing insurance coverages, as promptly as practicable upon Agent's request, as and when Agent, in the exercise of its good faith credit discretion, deems such additional insurance coverages or modifications to be appropriate in light of any changes in Applicable Standards, the insurance market, Borrower's anticipated use of the Aircraft or other pertinent circumstances. (d) Annually on or before the anniversary of the policy expiration date, Borrower shall furnish to Agent evidence of insurance coverage in form and substance reasonably satisfactory to Agent evidencing that Borrower has obtained the insurance coverages required herein for a twelve (12) month or greater period commencing from and after such anniversary date, and, if Agent shall so request, a copy of the applicable policies. In the event Borrower shall fail to maintain insurance as herein provided, Agent and/or Lenders may, at their option, provide such insurance, and Borrower shall, upon demand, reimburse Agent and/or Lenders for the cost thereof, together with interest at the highest default rate of interest provided for in the Loan Documents from the date of payment through the date of reimbursement. 2.7 Event of Loss. (a) Upon the occurrence of any Event of Loss with respect to the Airframe and/or the Aircraft, Borrower shall notify Agent of any such Event of Loss within five (5) Business Days of the date thereof. Borrower shall pay Agent, within forty-five (45) days after the occurrence of such Event of Loss, in immediately available funds the greater of (i) all insurance proceeds received by Borrower in connection with such Event of Loss, and (ii) the Minimum Payment set forth on Annex G hereto corresponding to the month in which such payment occurs, together with any principal installment then due and payable under the Obligations and all interest accrued on the Obligations through the date of payment to Agent, first, to be applied to the payment in whole or in part of the Obligations in such order and manner as Agent may elect, and second, any excess remaining after such application, to be disbursed to Borrower; and (y) if the unpaid principal balance of any of the Notes is reduced by such Minimum Payment, the principal installments set forth in Exhibit A to such Note shall be deemed amended from and after the payment date immediately following the sale date to reflect the amortization of the then unpaid principal balance of such Note over the remaining payment dates as determined by Agent in its sole discretion. Upon indefeasible payment in full of such amounts and so long as no Event of Default has occurred and is continuing, the 2394767 8 (RK-244 SECURITY AGREEMENT) EFTA00012251 I EFTA00012252 Aircraft shall be released from the security interest of this Agreement, and Agent shall discharge all registrations with the International Registry with respect to the Aircraft. (b) Upon an Event of Loss with respect to any Engine or APU under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Borrower shall, within thirty (30) days after the occurrence of such Event of Loss, replace such Engine or APU, as applicable, and grant to Agent a first priority security interest and security assignment in a similar or better engine or auxiliary power unit, as applicable. Such engine or auxiliary power unit, as applicable, shall be of the same make and model number as the Engine or APU suffering the Event of Loss and shall be free and clear of all Liens and shall have a value, utility and useful life at least equal to, and be in as good an operating condition as, the Engine or APU suffering the Event of Loss, assuming such Engine or APU was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Borrower, at its own cost and expense, shall fumish Agent with such documents to evidence such conveyance and make such filings as Agent shall request to subject such engine or auxiliary power unit, as applicable, to the lien of this Agreement. Each such replacement engine or auxiliary power unit, as applicable, shall, after such conveyance be deemed an "Engine" or "APU" (as defined herein), as applicable, and shall be deemed part of the same Aircraft as was the Engine or APU replaced thereby. (c) Agent shall be entitled to receive and retain all proceeds payable by any insurer with respect to an Event of Loss, by any manufacturer with respect to a Retum to Manufacturer or by any governmental authority with respect to any Requisition of Use, as the case may be; provided, however, that so long as no Default or Event of Default then exists and Borrower has complied with the provisions of this Section 2.7, then Agent shall remit such proceeds to Borrower. (d) If the Airframe, any Engine, APU or major Part has suffered any damage requiring the FM to be notified of such damage by use of an FAA Form 337 or otherwise, then within ten (10) days of such notification to the FM, Borrower shall notify Agent of such damage, and Agent and. Borrower shall consult for the purpose of determining the diminished value of the Aircraft resulting from such damage history. The diminished value of the Aircraft shall be the amount by which the fair market sales value of the Aircraft without such damage history exceeds the fair market sales value of the Aircraft with such damage history. For purposes hereof, fair market sales value shall be determined on the following basis: (i) the value shall be the amount which would be obtained in an arm's length transaction between an informed and willing buyer (who is not a used aircraft dealer), and an informed and willing seller under no compulsion to sell; (ii) the costs of removal of the Aircraft from its then location shall not be a deduction from such value; and (iii) in determining any such value, it shall be assumed (whether or not the same be true) that the Aircraft has been maintained by Borrower and is in the condition in which it is required to be in accordance with this Agreement and that the total number of Airframe flight hours (including any component with hourly overhaul schedules) accumulated from the Closing Date to the date of such damage do not exceed the product of the flight hours limitation set forth in Annex B hereto times the number of twelve month periods and any portion thereof from the Closing Date to such date. Within ten (10) days after Borrower and Agent agree upon the diminished value of the Aircraft, Borrower shall pay Agent the amount of such diminished value, which payment Agent shall apply as a partial prepayment of the Obligations without any prepayment penalty. If Borrower and Agent cannot agree on the diminished value of the Aircraft within ten (10) days after notification of such damage to the FM, then Agent shall appoint an independent appraiser (reasonably acceptable to Borrower) to determine such value. Borrower agrees to pay the costs and expenses of any such determination and appraisal. The independent appraiser shall be required to complete such determination as promptly as practicable, but in any event, not later than forty (40) days after the date on which it is appointed. A final determination by the independent appraiser regarding the extent of any diminished value of the Aircraft shall be binding on Borrower and Agent. Within ten (10) days after the independent appraiser's determination of the diminished value of the Aircraft, Borrower shall pay Agent the amount of such diminished value, which payment Lenders shall apply as a partial prepayment of the Obligations without any prepayment penalty. 2394767 9 (RK-244 SECURITY AGREEMENT) EFTA00012253 I EFTA00012254 SECTION 3. Security Interest: Power of Attorney: Inspection: Release of Lien. 3.1 Grant of Security Interest. As collateral security for the prompt and complete payment and performance as and when due of all of the Obligations and in order to induce Lenders to amend the Existing Documents, Borrower hereby grants, pledges and assigns to Agent (for the benefit of Lenders) a first priority security interest, security assignment and Lien, in, against, under and with respect to all of Borrower's right, title and interest in, to and under all of the following collateral, whether now existing or hereafter acquired (collectively, the "Collateral"): (i) the Aircraft, including the Airframe, each of the Engines, the API) and the Records; (ii) the Parts; (iii) any and all present and future Third Party Agreements; (iv) any and all other associated rights secured by or associated with the Airframe and/or the Engines, together with any related international interests; and (v) all proceeds of the foregoing. The foregoing shall not be deemed in any way whatsoever as an agreement by Agent or Lenders to permit or allow Borrower to enter into any Third Party Agreements, and Borrower shall only be allowed to enter into any of the foregoing in accordance with the terms of this Agreement. Notwithstanding anything to the contrary contained herein or otherwise, neither Agent nor either Lender assumes, by virtue of this Agreement or otherwise, any obligations, liabilities and/or duties of any kind whatsoever of Borrower (and/or of any other Person) under, or with respect to, the Collateral, and neither Agent nor either Lender shall be responsible in any way whatsoever for the performance of any obligations, liabilities and/or duties of any kind whatsoever by Borrower (and/or by any other Person) in connection with, relating to, or arising under, the Collateral. 3.2 Agent Appointed as Attorney-in-Fact. Borrower hereby irrevocably constitutes and appoints Agent and any employee, officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the place and stead of Borrower and in the name of Borrower or in its own name, from time to time in Agent's sole discretion, for the purpose of carrying out the terms of this Agreement, and Borrower hereby further irrevocably authorizes Agent and any employee, officer or agent thereof to take any and all appropriate action and to make, execute, deliver, file and/or record any and all instruments or documents (including, without limitation, any FAA filings, UCC financing statements or UCC amendments or any control agreements) and to make, cause to be made and/or consent to all registrations with the International Registry that may be necessary or desirable to accomplish the purposes of this Agreement or any of the other Loan Documents. This appointment is coupled with an interest, is irrevocable and shall terminate only upon indefeasible payment and performance in full of all of the Obligations. Without limiting the generality of the foregoing, Borrower hereby further agrees that (i) Agent shall have authority, during the continuance of an Event of Default, to endorse Borrowers name on any checks, notes, drafts or any other payments or instruments relating to the Collateral and constituting Collateral that come into Agent's or either Lenders possession or control and to settle, adjust, receive payment and make claim or proof of loss and (ii) Borrower shall not file or record any corrective or termination statements with respect to any UCC financing statements, amendments or assignments or control agreements filed or recorded by or for the benefit of Agent with respect to any of the Collateral and shall not discharge or allow to be discharged any international interest or other Registerable Interest created in favor of Agent hereunder or under the Loan Documents prior to the indefeasible payment in full of the Obligations and termination of this Agreement and the other Loan Documents. The powers conferred on Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Borrower for any act or failure to act. 3.3 Consent to Registration of International Interest. Borrower hereby (a) consents to the registration of any international interest or other Registerable Interest arising in connection with this Agreement, any of the other Loan Documents and any subordination, amendment, discharge or undertaking permitted by the Cape Town Convention with respect thereto, and (b) authorizes its professional user entity to consent to such registration (including all final consents thereto), upon request therefor by Agent. At closing, Borrower hereby agrees to further authorize its professional user entity to consent to any and all such registrations. 2394767 10 (RK-244 SECURITY AGREEMENT) EFTA00012255 EFTA00012256 3.4 Inspection. Agent or its authorized representatives shall have the right, but not the duty, to inspect the Aircraft, any part thereof and/or the Records, at any reasonable time and from time to time, wherever located, upon reasonable prior written notice to Borrower, except that no advance notice shall be necessary prior to any inspection conducted, and such inspection may be conducted at any time, after the occurrence of an Event of Default. Upon request of Agent, Borrower shall promptly provide Agent with notice of the location of the Aircraft and with all Records. Borrower shall be responsible for the reasonable cost of any inspection conducted after the occurrence of an Event of Default and shall pay Agent such amount promptly upon demand. Notwithstanding anything to the contrary herein, if no Default or Event of Default shall then exist, Agent shall be permitted to conduct not more than two (2) such inspections during any fiscal year of Borrower. 3.5 Release of Lien. So long as no Default or Event of Default then exists or would result therefrom, Agent hereby agrees to release the Aircraft and other Collateral from the Lien of this Agreement upon the payment of the Sale Payment in connection with the sale of the Aircraft pursuant to Section 2.4 above. SECTION 4. Events of Default. The term "Event of Default", wherever used herein, shall mean: (a) Borrower shall fail to pay any Obligation within five (5) Business Days after the same shall become due and payable (whether at the stated maturity, by acceleration, upon demand or otherwise); or (b) Borrower shall default in the payment or performance of any indebtedness, liability or obligation to (i) Agent or either Lender or any Affiliate of either Lender, the amount of which, whether accelerated or otherwise, is in excess of $250,000.00, or (ii) any other Person, the amount of which, whether accelerated or otherwise, is in excess of $500,000.00, and in each case any applicable grace period with respect thereto has expired; or (c) Borrower shall fail to keep in full force and effect any of the insurance coverages required under this Agreement or shall operate the Aircraft at a time when, or at a place in which, such insurance shall not be in effect; or (d) Borrower shall fail to maintain, use or operate the Aircraft in compliance with this Agreement; or (e) Borrower shall (except as expressly permitted by the provisions of this Agreement) sell, assign, charter, lease, timeshare, pool, interchange, convey, mortgage, exchange or otherwise transfer or relinquish possession of or dispose of, or create, assume or suffer to exist any Liens (other than Permitted Liens) on or with respect to, the Aircraft, any part thereof or any of the other Collateral, or Borrowers interest therein, or attempt or offer to do any of the foregoing, or permit the same to occur; or (f) Borrower shall fail to perform or observe any agreement (other than those specifically referred to in this Section 4) required to be performed or observed by it under this Agreement or in any of the other Loan Documents, and such failure shall continue uncured for thirty (30) days after written notice thereof from Agent to Borrower (but such notice and cure period will not be applicable unless such breach is curable by practical means within such notice period); or (g) any representation or warranty made by Borrower in this Agreement or in any of the other Loan Documents or in any agreement, document or certificate delivered by Borrower in connection herewith or pursuant hereto shall prove to have been incorrect, misleading, or inaccurate in any material respect when such representation or warranty was made or given (or, if a continuing representation or warranty, at any time); or (h) Borrower shall (i) generally fail to pay its debts as they became due, admit its inability to pay its debts or obligations generally as they fall due, or shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy . laws or other insolvency laws, or an answer admitting the material allegations of such a petition filed against Borrower in any such proceeding; or (ii) by voluntary petition, answer or consent, seek relief under the provisions of 2394767 11 (RK•244 SECURITY AGREEMENT) EFTA00012257 EFTA00012258 any other bankruptcy or other insolvency or similar law providing for the reorganization or liquidation of companies, or providing for an assignment for the benefit of creditors, or providing for an agreement. composition, extension or adjustment with its creditors; or (i) a petition against Borrower in a proceeding under applicable bankruptcy laws or other insolvency laws, as now or hereafter in effect, shall be filed and shall not be withdrawn or dismissed within sixty (60) days thereafter, or if, under the provisions of any law providing for reorganization or liquidation of companies that may apply to Borrower, any court of competent jurisdiction shall assume jurisdiction, custody or control of Borrower or of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of sixty (60) days after the filing date; or Q) any judgment, attachment or garnishment against Borrower with respect to aggregate claims in excess of $500,000.00 (after giving effect to any insurance available therefore) shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of thirty (30) days; or (k) the occurrence of any of the following events: (A) Borrower enters into any transaction of merger, consolidation or reorganization (unless Borrower is the surviving entity and, after giving effect to such event, is in compliance with the financial covenants set forth in the Loan Documents on a pro forma basis); (B) Borrower ceases to do business as a going concern, liquidates, or dissolves, or sells, transfers or otherwise disposes of all or substantially all of its assets or property; (C) Borrower becomes the subject of, or engages in, a leveraged buy-out that does not result in a change of ownership or control covered by clause (E) of this paragraph; (D) Borrower changes the form of organization of its business; or (E) there is any substantial change in the ownership or control of the membership interests of Borrower such that the holder(s) that own or control fifty percent (50%) or more of such membership interests as of the Closing Date no longer do so; or (I) this Agreement shall cease to be in full force and effect or shall cease to give Agent the rights and interests purported to be created hereunder, including, without limitation, the failure of the interests granted hereunder to constitute a registered international interest in the Collateral subject to the Cape Town Convention (other than as a result of any failure in filing or otherwise on the part of Agent or its agents); or (m) a Default or an Event of Default (as such terms are defined therein) shall occur under any of the other Loan Documents. SECTION 5. Remedies. 5.1 Remedies. If an Event of Default occurs, in addition to all other rights and remedies granted to it in this Agreement and in the other Loan Documents, Agent may exercise all rights and remedies of a secured party under the UCC or of a creditor, including a security assignee, under the Cape Town Convention (including without limitation, the remedies contemplated by Article 13 of the Convention and/or Article IX of the Protocol) or under any other Applicable Law. Without limiting the generality of the foregoing, Borrower agrees that upon the occurrence of an Event of Default, Agent, without demand or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other Person (all and each of which demands and/or notices are hereby expressly waived), in Agent's sole discretion, may exercise any one or more of the following remedies: (i) proceed at law or in equity, to enforce specifically Borrower's performance or to recover damages; (ii) terminate the right of any third party to use, possess or control the Aircraft; (iii) to the extent permitted by Applicable Law, enter the premises where the Aircraft is located and take immediate possession of and remove (or disable in place) the Aircraft (and/or any Engines, APU and/or Parts then unattached to the Aircraft) by self-help, summary proceedings or otherwise without liability if conducted in accordance with Applicable Law; (iv) use Borrower's premises for storage without liability, except for its own gross negligence or willful misconduct; (v) preserve the Airframe, Engines, APU and/or Parts, and their respective value (but without any obligation to do so), immobilize or keep idle the Airframe and/or any Engine, APU or Part, manage, sell, lease, assign or otherwise dispose of the Airframe and/or any 2394767 12 (RK-244 SECURITY AGREEMENT) EFTA00012259 EFTA00012260 Engine, APU or Part or any of the other Collateral, whether or not in Agent's possession, in one or more parcels, at public or private sale or sales, with no less than ten (10) working days' prior notice to Borrower of any proposed sale or lease of the Airframe or any Engine, which Borrower acknowledges as constituting "reasonable prior notice" for the purposes of the Cape Town Convention, at such prices as Agent may deem best; (vi) apply any deposit, other cash collateral, or collect and apply proceeds to reduce any amounts due to Agent and/or Lenders; (vii) terminate any Third Party Agreement, without regard as to the existence of any event of default thereunder and recover, or cause Borrower and any party to any Third Party Agreement and any Person taking by or through any of them to relinquish possession and return the Aircraft, including the Engines, APU and Parts, pursuant to this Section 5, and/or exercise any and all other remedies under any Third Party Agreements, or in Borrower's stead, to the extent provided for under, or otherwise available to Borrower in connection with any Third Party Agreement; (viii) collect, receive, appropriate and realize upon the Collateral, or any part thereof; (ix) demand and obtain from any court speedy relief pending final determination available at law (including, without limitation, possession, control, custody or immobilization of the Aircraft or preservation of the Aircraft or its fair market value); (x) procure the deregistration (whether by utilizing the IDERA or otherwise) and/or export and physical transfer of the Aircraft from the territory in which it is then situated; and (xi) exercise any and all other remedies allowed by Applicable Law, including, without limitation, the Cape Town Convention and the UCC. Agent or either Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby expressly released. Borrower further agrees, at Agent's request, to assemble the Collateral, make it available to Agent at such places as Agent shall reasonably select, whether at Borrower's premises or elsewhere. Agent shall deliver to each Lender its pro rata share of the net proceeds of any such realization (after deducting all reasonable costs and expenses of every kind incurred in connection therewith) ("Net Proceeds") based on such Lender's pro rata share of the Obligations then outstanding first, to be applied to the payment in whole or in part of the Obligations in such order and manner as Lenders may elect, and second, any excess remaining after such application, to be disbursed to Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against Agent and each Lender arising out of the repossession, retention, sale or other disposition of the Collateral, except any claims or damages related to or arising out of the gross negligence or willful misconduct of Agent or such Lender and any claims to any excess Net Proceeds remaining after the application of any Net Proceeds in accordance with the immediately preceding sentence. Borrower agrees that Agent need not give more than ten (10) working days' notice (as contemplated under the Cape Town Convention) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Borrower shall be liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay in full the Obligations. 5.2 Relief Pending Final Determination. Without limiting the generality of Agent's other remedies set forth in this Section 5, in the event Agent adduces evidence of an Event of Default by Borrower, Agent may, pending final determination of its claim, obtain from a court speedy (as defined in Article 20 of the Cape Town Convention) relief in the form of such one or more of the following orders as Agent requests: (a) preservation of the Aircraft and its value; (b) possession, control or custody of the Aircraft; (c) immobilization of the Aircraft; (d) lease or, except where covered by sub-paragraphs (a) to (c), management of the Aircraft and the income therefrom; and (e) if at any time Borrower and Agent specifically agree, sale and application of proceeds therefrom. In furtherance thereof, Agent and Borrower hereby agree to exclude the application of paragraph , 4 of Article 20 of the Cape Town Convention. Nothing in this Section 5.2 shall limit the availability to Agent of other forms of interim relief. 2394767 13 (RK•244 SECURITY AGREEMENT) EFTA00012261 EFTA00012262 5.3 No Waiver: Cumulative Remedies. No right or remedy is exclusive. Borrower hereby acknowledges that none of the provisions of this Section 5, including any remedies set forth or referenced herein, is 'manifestly unreasonable' for the purposes of the Cape Town Convention. Each may be used successively and cumulatively and in addition to any other right or remedy referred to above or otherwise available to Agent and/or Lenders at law or in equity, including, such rights and/or remedies as are provided for in the UCC and/or the Cape Town Convention, but in no event shall Agent and/or Lenders be entitled to recover any amount in excess of the maximum amount recoverable under Applicable Law with respect to any Event of Default. No express or implied waiver by Agent and/or Lenders of any Default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent Default or Event of Default. The failure or delay of Agent and/or Lenders in exercising any rights granted it hereunder upon the occurrence of any of the contingencies set forth herein shall not constitute a waiver of any such right upon the continuation or reoccurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Agent and/or Lenders shall not exhaust the same or constitute a waiver of any other right provided for or otherwise referred to herein. After the occurrence of any Default or Event of Default, the acceptance by Agent and/or Lenders of any installment of principal and/or interest or of any other sum owing hereunder or under the other Loan Documents shall not constitute a waiver of such Default (unless such Default arose from the failure to pay such installment and such installment was paid in full) or Event of Default, regardless of Agent's and/or either Lender's knowledge or lack of knowledge thereof at the time of acceptance of any such payment and shall not constitute a reinstatement of this Agreement if Agent and/or either Lender has sent Borrower a notice of default, unless Agent shall have agreed in writing to reinstate this Agreement and waive the Default or Event of Default. To the extent permitted by Applicable Law, Borrower waives any rights now or hereafter conferred by statute or otherwise that limit or modify any rights or remedies of Agent and/or Lenders under this Agreement, including, without limitation, the provisions of Articles 11(2) and 13(2) of the Convention and Article IX(6) of the Protocol. SECTION 6. Miscellaneous. 6.1 Notices. All communications and notices provided for herein shall be in writing and shall be deemed to have been duly given or made (I) upon hand delivery, or (ii) upon delivery by an overnight delivery service, or (iii) three (3) Business Days after being deposited in the U.S. mail, return receipt requested, first class postage prepaid, and addressed to Agent at the address set forth above or to Borrower at its address set forth under its signature hereto or such other address as either party may hereafter designate by written notice to the other, or (iv) when sent by telecopy (with customary confirmation of receipt of such telecopy) on the Business Day when sent or upon the next Business Day if sent on other than a Business Day. 6.2 Expenses and Fees: Indemnity; Performance of Borrower's Obligations. (a) Borrower shall pay to Agent and each Lender upon demand all out-of-pocket fees, costs and expenses incurred by or on behalf of Agent or such Lender at any time in connection with (i) the negotiation, preparation, execution, delivery and enforcement of this Agreement and the other Loan Documents and the collection of the Obligations, (ii) the creation, preservation and protection of the Collateral and the perfection and first priority of Agent's security interest, security assignment and Lien thereon, including any discharges and subordinations required to maintain such first priority and to remove or discharge any Liens not constituting Permitted Liens, or (iii) Borrower's exercise of any right granted under, or any amendment or other modification to any of, the Loan Documents. Such fees, costs and expenses shall include, without limitation, appraisal and inspection fees, the fees and expenses of FAA Counsel and of Agent's and each Lender's counsel, consultants and brokers, UCC, FAA, International Registry and other applicable title, interest and Lien searches, and costs and expenses relating to recovery, repossession, storage, insurance, transportation, repair, refurbishment, advertising, sale and other disposition of the Aircraft. Borrower shall also pay all fees (including license, filing and registration fees), taxes, assessments and other charges of whatever kind or nature that may be payable or determined to be payable in connection with the execution, delivery, recording or performance of this Agreement or any of the other Loan Documents or any modification thereof. 2394767 14 (RK-244 SECURITY AGREEMENT) EFTA00012263 ! EFTA00012264 (b) Borrower hereby further agrees to pay, indemnify, and hold Agent and each Lender and their respective Affiliates and all of Agent's and each Lender's and such Affiliates' respective directors, shareholders, officers, employees, agents, predecessors, attorneys-in-fact, lawyers, successors and assigns (Agent, each Lender, their respective Affiliates and all of such other parties and entities sometimes hereinafter collectively, the "Indemnified Parties") harmless, on a net after-tax basis, from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, out-of pocket costs, expenses or disbursements of any kind or nature whatsoever arising with respect to or in connection with the Loan Documents or the Collateral, including, without limitation, the ownership, lease, possession, use, sale or other disposition of the Aircraft and the other Collateral or the execution, delivery, enforcement, performance or administration of this Agreement or any of the other Loan Documents (the foregoing being referred to as the "indemnified liabilities"), provided, that Borrower shall have no obligations thereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of Agent or such Lender, as applicable. (c) If Borrower fails to perform or comply with any of its agreements contained herein or in the other Loan Documents, including, without limitation, its obligations to keep the Aircraft free and clear of Liens, to comply with Applicable Standards or to obtain the requisite insurance coverages, Agent and/or either Lender shall have the right, but shall not be obligated, to effect such performance or compliance, with such agreement. Any expenses of Agent and/or either Lender incurred in connection with effecting such performance or compliance, together with interest thereon at the highest default rate of interest provided for in the Loan Documents from the date incurred until reimbursed, shall be payable by Borrower to Agent and/or such Lender promptly on demand and until such payment shall constitute part of the Obligations secured hereby. Any such action shall not be a cure or waiver of any Default or Event of Default hereunder (d) Without waiving any other rights or remedies of Agent, due to the often time intensive nature of reviewing complex reorganizations, if Borrower requests Agent's consent to the corporate or other entity reorganization of Borrower or any Affiliate of Borrower, Agent may require, at its option, a Two Thousand Dollar ($2,000.00) review fee; plus Agent may, at Borrower's expense, retain outside counsel to aid in review of the reorganization documentation. 6.3 Entire Agreement; Modifications. This Agreement and the other Loan Documents constitute the entire understanding and agreement of the parties hereto with respect to the matters contained herein and shall completely and fully supersede all other prior agreements (including any proposal letter, commitment letter, and/or term sheet), both written and oral, between Agent and/or either Lender and Borrower relating to the Obligations. None of Agent, either Lender nor Borrower shall hereafter have any rights under such prior agreements but shall look solely to this Agreement and the other Loan Documents for the definition and determination of all of their respective rights, liabilities and responsibilities relating to the Obligations. Neither this Agreement, nor any terms hereof, may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of a change, waiver, discharge or termination is sought. 6.4 Construction of this Agreement and Related Matters. All representations and warranties made in this Agreement shall survive the execution and delivery of this Agreement. Borrower's obligations contained in Section 6.2 hereof shall survive the payment and performance of the Obligations and the termination of this Agreement. This Agreement may be executed by the parties hereto on any number of separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The headings of the Sections hereof are for convenience only, are not part of this Agreement and shall not be deemed to affect the meaning or construction of any of the provisions hereof. Time is of the essence in the payment and performance of all of Borrowers obligations under this Agreement. Any provision of this Agreement that may be determined to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective in such jurisdiction to the extent thereof without invalidating the remaining provisions of this Agreement, which shall remain in full force and effect. 2394767 15 (RK•244 SECURITY AGREEMENT) EFTA00012265 EFTA00012266 6.5 Lender's Assignment. Each Lender, may at any time, with or without notice to Borrower, grant a security interest in, sell, assign or otherwise transfer (an "Assignment") all or any part of its interest in this Agreement and the other Loan Documents (including all associated rights associated with or secured thereby and the related international interests) or any amount due or to become due hereunder or thereunder, and Borrower shall perform all of its obligations under the Loan Documents, to the extent so transferred, for the benefit of the beneficiary of such Assignment (such beneficiary, including any successors and assigns, an "Assignee"); provided that no such Assignment shall be to any Person engaged in the operation of a fractional aircraft ownership program. Borrower hereby waives any right to assert, and agrees not to assert, against any Assignee any abatement, reduction, defense, setoff, recoupment, claim or counterclaim that Borrower may have against Agent or such Lender, other than defenses arising from fraudulent acts on the part of Assignee. Upon the express assumption by such Assignee of such Lender's obligations hereunder, such Lender shall be relieved of any such assumed obligations. Borrower hereby consents to any such assignment, grant, sale or transfer, including, without limitation, for purposes of the Cape Town Convention. If so directed in writing, Borrower shall pay all amounts due or to become due to the applicable Lender under the Loan Documents and/or any related associated rights and international interests directly to Assignee or any other party designated in writing by such Lender. Borrower acknowledges and agrees that such Lender's right to enter into an Assignment is essential to such Lender and, accordingly, waives any restrictions under Applicable Law with respect to an Assignment and any related remedies. Upon the request of such Lender or any Assignee, Borrower also agrees (a) to promptly execute and deliver to such Lender or to such Assignee an acknowledgment of assignment in form and substance satisfactory to the requesting party, an insurance certificate naming Assignee as additional insured and loss payee and otherwise evidencing the insurance coverages required hereby, a consent to the Assignment for International Registry purposes, as well as renew any authorization required by the International Registry in connection with such consent, such as renewing its transacting user entity status and re-designating a professional user entity, if necessary in Agent's or such Lenders judgment, and such other documents and assurances reasonably requested by Agent, such Lender or Assignee and make, or cause to be made, all registrations (including all assignments and subordinations) and all amendments, extensions and discharges with the International Registry reasonably requested by Agent, such Lender or Assignee (and give or obtain any necessary consent thereto, as well as renew any authorization required by the International Registry in connection therewith, including renewing its transacting user entity status and re-designating a professional user entity, if necessary in Agent's and/or such Lender's judgment), and (b) to comply with the reasonable requirements of any such Assignee in order to perfect such Assignee's Lien in the Airframe, Engines (including all associated rights associated therewith or secured thereby and the related international interests), proceeds and other Collateral. 6.6 Jurisdiction. Borrower hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement or any of the other Loan Documents may be instituted or brought in the courts of the State of New York or the U.S. District Court for the Southern District of New York, as Agent may elect or in any other state or Federal court as Agent shall deem appropriate, and by execution and delivery of this Agreement, Borrower hereby irrevocably accepts and submits to, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of any such court, and to all proceedings in such courts. Borrower irrevocably consents to service of any summons and/or legal process by first class, certified United States air mail, postage prepaid, to Borrower at the address set forth below its signature hereto, such method of service to constitute, in every respect, sufficient and effective service of process in any such legal action or proceeding. Nothing in this Agreement or in any of the other Loan Documents shall affect the right to service of process in any other manner permitted by law or limit the right of Agent and/or either Lender to bring actions, suits or proceedings in the courts of any other jurisdiction. Borrower further agrees that final judgment against it in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the liability. Notwithstanding anything in the foregoing to the contrary, Agent and Borrower may bring a judicial proceeding against the Registrar of the International Registry in the Republic of Ireland, solely with respect to matters relating to the International Registry itself. 2394767 16 (RK-244 SECURITY AGREEMENT) EFTA00012267 EFTA00012268 6.8 Governing Law; Binding Effect. This Agreement shall be construed and enforced in accordance with, and the rights of both parties shall be governed by, the internal laws of the State of New York (without regard to the conflict of laws principles of such state, except as to the effect of Title 14, Section 5-1401 of the New York General Obligations Law), including all matters of construction, validity, and performance. This Agreement shall be binding upon and inure to the benefit of Borrower, Agent, and each Lender and their respective successors and assigns, except that Borrower may not assign or transfer its rights hereunder or any interest herein. 6.9 Jury Waiver. BORROWER HEREBY KNOWINGLY AND FREELY WAIVES ITS RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT OR PROCEEDING RELATING TO, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. 6.10 Counterparts; Facsimile Signatures: Other Electronic Transmissions. This Agreement and all of the other Loan Documents, and any notices to be given pursuant to this Agreement or any of the other Loan Documents, may be executed and delivered by telecopier, facsimile or other electronic transmission (i.e., PDF format) all with the same force and effect as if the same was a fully executed and delivered original counterpart. The original counterparts of this Agreement and all Loan Documents shall be delivered by Borrower promptly after execution, and failure to so deliver, at Agent's option, shall be an Event of Default, but failure to deliver shall in no way limit or negate enforceability of any Loan Document. (SIGNATURE PAGE FOLLOWS] 2394767 17 (RK-244 SECURITY AGREEMENT) EFTA00012269 EFTA00012270 IN WITNESS WHEREOF, Borrower has caused this Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date first above written. FLIGHT OPTIONS, LLC By: Nam Title: Notice Address: L Cleveland, Ohio 44143 . Attn: Chief ecutiv Telephone: Facsimile: with a copy to: Flight Options Holdings II. Inc. Cleveland, Ohio 44143 Attn: Treasurer Telephone: Facsimile: 2394767 (RK•244 SECURITY AGREEMENT) EFTA00012271 EFTA00012272 ANNEX A DEFINITIONS The following terms shall have the following meanings for all purposes of this Agreement: Certain of the terms used in this Agreement ("CTC Terms") have the meaning set forth in and/or intended by the "Cape Town Convention", which term means, collectively, (i) the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time (the "Convention") (ii) the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time (the "Protocol") and (iii) the related procedures and regulations for the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry (the "International Registry"), issued by the applicable supervisory authority pursuant to the Convention and the Protocol, as the same may be amended or modified from time to time. By way of example, but not limitation, these CTC Terms include, "administrator", "associated rights', "proceeds", "international interests", 'security assignment", "transfer'', "working days", 'consent", "final consent', "priority search certificate', "professional user entity", "transacting user entity" and "contract"; except "proceeds" shall also have the meaning set forth below. Additional Aircraft shall mean the aircraft described on Annex E hereto and made a part hereof. Affiliate shall mean, with respect to any Person, any Person controlling, controlled by or under common control with such Person, and for this purpose, 'control' means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such Person, whether through the legal or beneficial ownership of voting securities, by contract or otherwise. Aircraft shall mean (i) the Airframe, (ii) the Engines, (iii) any APU, and (iv) the Records, and all accessories, additions, accessions, alterations, modifications, Parts, repairs and attachments now or hereafter affixed thereto or used in connection therewith, and all replacements, substitutions and exchanges (including trade-ins) for any of the foregoing. Airframe shall mean (i) the airframe described in Annex C hereto and shall not include the Engines or any APU, and (ii) any and all Parts from time to time incorporated in, installed on or attached to such airframe and any and all Parts removed therefrom so long as Agent shall retain a security interest therein in accordance with the applicable terms of this Agreement after removal from such airframe. Applicable Law shall mean all applicable laws, statutes, treaties, conventions, judgments, decrees, injunctions, writs and orders of any court, governmental agency or authority and rules, regulations, orders, directives, licenses and permits of any governmental body, instrumentality, agency or authority as amended and revised, and any judicial or administrative interpretation, of any of the same, including the airworthiness certificate issued with respect to the Aircraft, the Cape Town Convention, all FARs, airworthiness directives, and/or any of the same relating to noise, the environment, national security, public safety, exports or imports or contraband. Applicable Standards shall mean (i) Applicable Law, (ii) the requirements of the insurance policies required hereunder, and (iii), with respect to the Airframe or any Engine, APU or Part, all compliance requirements set forth in or under (A) all maintenance manuals initially furnished with respect thereto, including any subsequent amendments or supplements to such manuals issued by the manufacturer or supplier thereof from time to time, (B) all mandatory service bulletins issued, supplied, or available by or through the applicable manufacturer with respect thereto, (C) all applicable airworthiness directives issued by the FAA or similar regulatory agency having jurisdictional authority, (D) all conditions to the enforcement of any warranties pertaining thereto, (E) the FAA approved maintenance program with respect 2394767 19 (RK•244 SECURITY AGREEMENT) EFTA00012273 EFTA00012274 to the Airframe, the Engines, any APU or Part, and (F) any Computerized Maintenance Monitoring Program or Engine Maintenance Program. APU shall mean (i) any auxiliary power unit described in Annex C hereto and installed on the Airframe as of the Closing Date, whether or not hereafter installed on the Airframe or any other airframe from time to time; (ii) any auxiliary power unit that may from time to time be substituted, pursuant to the applicable terms of this Agreement, for an APU; and (iii) any and all Parts incorporated in or installed on or attached to such auxiliary power unit or any and all Parts removed therefrom so long as Agent shall retain a security interest therein in accordance with the applicable terms of this Agreement after such removal. Business Dav shall mean any day other than a Saturday, Sunday or other day on which banks located in New York, New York are closed or are authorized to close. Collateral shall have the meaning set forth in Section 3.1 hereof. Computerized Maintenance Monitoring Program shall mean any automated on-line maintenance tracking program with respect to the Airframe provided by Borrower, the manufacturer of the Airframe or by a third party, such as CAMP, that is approved by Agent and which makes data with respect to the Aircraft available to Agent. Consent to Lease shall mean the Consent to Lease to be entered into as of the date of any lease permitted by Section 2.4 hereof, among Agent, Borrower and the lessee under such lease. Default shall mean an event or circumstance that, after the giving of notice or lapse of time, or both, would become an Event of Default. Engine shall mean (i) each of the engines described in Annex C hereto and installed on the Airframe as of the Closing Date, whether or not thereafter installed on the Airframe or any other airframe from time to time; (ii) any engine that may from time to time be substituted, pursuant to the applicable terms of this Agreement, for an Engine; and (iii) any and all Parts incorporated in or installed on or attached to such engine or any and all Parts removed therefrom so long as Agent shall retain a security interest therein in accordance with the applicable terms of this Agreement after such removal. Engine Maintenance Program shall mean the Engines' power by the hour engine maintenance program provided by the Engines' manufacturer. Event of Default shall have the meaning set forth in Section 4 hereof. Event of Loss with respect to the Aircraft, the Airframe, any Engine or any APU shall mean any of the following events: (i) loss of such property or the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ii) any damage to such property that results in an insurance settlement with respect to such property on the basis of a total loss or constructive total loss; (iii) the condemnation, confiscation or seizure of, or requisition of title to or use of, such property by the act of any government (foreign or domestic) or of any state or local authority or any instrumentality or agency of the foregoing ("Requisition of Use"). (iv) as a result of any rule, regulation, order or other action by any government (foreign or domestic) or governmental body (including, without limitation, the FAA or any similar foreign governmental body) having jurisdiction, the use of such property shall have been prohibited, or such property shall have been declared unfit for use, for a period of six (6) consecutive months, unless Borrower, prior to the expiration of such six-month period, shall have undertaken and, in the opinion of Agent, shall be diligently carrying forward all steps that are necessary or desirable to permit the normal use of such property by Borrower or, in any event, if use shall have been prohibited, or such property shall have been declared unfit for use, for a period of twelve (12) consecutive months; (v) with respect to an Engine or an APU, the removal thereof from the Airframe for a period of six (6) consecutive months or longer, whether or not such Engine or APU is operational; or (vi) an Engine or an APU is returned to the manufacturer thereof, other than for modification in the event of patent infringement or for repair or 2394767 20 (RK-244 SECURITY AGREEMENT) EFTA00012275 EFTA00012276 replacement (any such return being herein referred to as a "Return to Manufacturer). The date of such Event of Loss shall be the date of such theft, disappearance, destruction, damage, Requisition of Use, prohibition, unfitness for use for the stated period, removal for the stated period or Return to Manufacturer. FAA shall mean the United States Federal Aviation Administration and/or the Administrator of the Federal Aviation Administration and the Department of Transportation, or any Person, governmental department, bureau, authority, commission or agency succeeding the functions of any of the foregoing, including, where applicable, the Transportation Security Administration. FAA Counsel shall mean such counsel as Agent may designate from time to time to assist it with FAA matters. FARs shall mean the Federal Aviation Regulations and any Special Federal Aviation Regulations (Title 14 C.F.R. Part 1 et seq.), together with all successor regulations thereto. Financed Aircraft shall mean the aircraft described on Annex D hereto and made a part hereof. GAAP shall mean generally accepted accounting principles in the United States as then in effect, which shall include the official interpretations thereof by the Financial Accounting Standards Board applied on a basis consistent with the past accounting practices and procedures of Borrower. IDERA shall mean an Irrevocable De-Registration and Export Request Authorization substantially in the form of Annex F attached hereto. Impositions shall have the meaning set forth in Section 2.3 hereof. Liens shall mean all liens, charges, security interests, leaseholds, international interests and other Registerable Interests and encumbrances of every nature and description whatever, including, without limitation, any rights of third parties under Third Party Agreements, and any registrations on the International Registry, without regard to whether such registrations are valid. Loan Documents shall mean this Agreement, any Consent to Lease and any and all other documents, agreements or instruments securing, evidencing or relating to the Obligations, as the same may be amended from time to time. Material Adverse Effect shall mean a material adverse effect upon the business, condition (financial or otherwise), operations, performance or properties of Borrower or its ability to perform its obligations under this Agreement and any of the other Loan Documents. Material Damage shall mean any damage: (i) required to be reported pursuant to any governmental reporting requirement, (ii) with respect to which an insurance claim is being made, or (iii) requiring that the Aircraft or any Engine be taken out of service for more than one (1) day to repair. Obligations shall mean all indebtedness, obligations or liabilities of Borrower owing to Agent, either Lender or to any Affiliate of either Lender, of every kind and description, direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising, including, but not limited to, all indebtedness, obligations or liabilities under, arising out of or in connection with (i) this Agreement or any of the other Loan Documents, or (ii) each of the loan and aircraft security agreements, promissory notes and other loan documents securing, evidencing or relating to loans financing the Financed Aircraft and with respect to which a Lender or such Lender's Affiliate is the holder of the promissory note(s) evidencing Borrower's obligation to repay such loan. Parts shall mean all appliances, avionics, parts, instruments, appurtenances, accessories, furnishings and other equipment of whatever nature (other than complete Engines) that may from time to time be 2394767 21 (RK•244 SECURITY AGREEMENT) EFTA00012277 EFTA00012278 incorporated or installed in or attached to the Airframe, any Engine or any APU, and any and all such appliances, avionics, parts, instruments, appurtenances, accessories, furnishings and other equipment removed therefrom so long as Agent shall retain a security interest therein in accordance with the applicable terms of this Agreement after such removal. Permitted Liens shall mean, so long as the same are expressly subject and subordinate to Agent's Lien on the Collateral, (a) the respective rights of others under Third Party Agreements, if any, to the extent expressly provided and permitted by the terms of Section 2.4 of this Agreement, (b) Liens for taxes either not yet due or being contested by Borrower in good faith with due diligence and by appropriate proceedings, so long as such proceedings do not involve, in Agent's sole judgment, any material danger of the sale, foreclosure, transfer, forfeiture or loss of the Collateral, or title thereto, the rights of Agent or either Lender hereunder or Agent's or either Lender's interest therein, and for the payment of which taxes adequate reserves shall have been established in accordance with GAAP or other appropriate provisions satisfactory to Agent have been made, and (c) inchoate materialmen's, mechanic's, workmen's, repairmen's, employee's, or other like Liens arising in the ordinary course of business of Borrower for sums not yet delinquent or being contested in good faith with due diligence and by appropriate proceedings, so long as such proceedings do not involve, in Agent's sole judgment, any material danger of the sale, foreclosure, transfer, forfeiture or loss of the Collateral, or title thereto, the rights of Agent or either Lender hereunder or Agent's or either Lender's interest therein, and for the payment of which sums adequate reserves shall have been established in accordance with GAAP or other appropriate provisions satisfactory to Agent have been made. Person shall mean any individual, partnership, corporation, limited liability company, trust, association, joint venture, joint stock company, or non-incorporated organization or government or any department or agency thereof, or any other entity of any kind whatsoever. proceeds shall have the meaning assigned to it in the UCC, and in any event, shall include, but not be limited to, all money and non-money proceeds of the Airframe and/or Engines (as contemplated by the Cape Town Convention), goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations (to the extent any of the foregoing terms are defined in the UCC, any such foregoing terms shall have the meanings given to the same in the UCC), and all rights in and to any of the foregoing, and any and all rents, payments, charter hire and other amounts of any kind whatsoever due or payable under or in connection with the Aircraft, including, without limitation, (A) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to Borrower from time to time with respect to the Aircraft, (B) any and all payments (in any form whatsoever) made or due and payable to Borrower from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of the Aircraft by any governmental body, authority, bureau or agency or any other Person (whether or not acting under color of governmental authority), and (C) any and all other rents or profits or other amounts from time to time paid or payable under or in connection with the Aircraft, but excluding, in each case, any and all accounts (as such term is defined in the UCC) other than accounts resulting from (A) any damage, loss (including, without limitation, any Event of Loss) or other casualty of any of the Collateral, or (B) any sale, transfer or other disposition of any of the Collateral. Records shall mean any and all logs, manuals, certificates and data and inspection, modification, maintenance, engineering, technical, and overhaul records (whether in written or electronic form) with respect to the Aircraft, including, without limitation, all records (i) required to be maintained by the FAA or any other governmental agency or authority having jurisdiction with respect to the Aircraft or by any manufacturer or supplier of the Aircraft (or any part thereof) with respect to the enforcement of warranties or otherwise, (ii) evidencing Borrower's compliance with Applicable Standards, and (iii) with respect to any maintenance service program for the Airframe or Engines, including, without limitation, any Computerized Maintenance Monitoring Program or Engine Maintenance Program. Reciisterable Interests shall mean all existing and prospective international interests and other interests, rights and/or notices, sales and prospective sales, assignments and subordinations, in each case, susceptible to being registered at the International Registry pursuant to the Cape Town Convention. 2394767 22 (RK-244 SECURITY AGREEMENT) EFTA00012279 EFTA00012280 Third Party Agreements shall mean any and all leases, subleases, management agreements, interchange agreements, charter agreements, pooling agreements, timeshare agreements, overhaul agreements, repair agreements and any other similar agreements or arrangements of any kind whatsoever relating to the Aircraft or any part thereof, but excluding, in each case, any and all accounts (as such term is defined in the UCC) other than accounts resulting from (i) any damage, loss (including, without limitation, any Event of Loss) or other casualty of any of the Collateral, or (ii) any sale, transfer or other disposition of any of the Collateral. Transportation Code shall mean Subtitle VII of Title 49 of the United States Code, as amended and recodified. UCC shall mean the applicable Uniform Commercial Code as then in effect in the applicable jurisdiction. 2394767 23 (RK•244 SECURITY AGREEMENT) EFTA00012281 EFTA00012282 ANNEX B [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2394767 24 (RK•244 SECURITY AGREEMENT) EFTA00012283 EFTA00012284 ANNEX C AIRCRAFT INFORMATION One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturers List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft that consists of the following components: (a) Airframe bearing U.S. Registration Number N493LX and manufacturers serial number RK- 244. (b) Two (2) Pratt & Whitney Canada model JT15D-5 (described on the International Registry Manufacturer's List as PRATT & WHITNEY CANADA model JT15D SERIES) aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry Manufacturer's List as JA0256 and JA0257) (each of which has 550 or more rated takeoff horsepower or the equivalent of such horsepower). (c) Standard avionics and equipment, all other accessories, additions, modifications and attachments to, and all replacements and substitutions for, any of the foregoing, all as more particularly described on Schedule A attached hereto and made a part hereof. 2394767 25 (RK•244 SECURITY AGREEMENT) EFTA00012285 EFTA00012286 SCHEDULE A TO ANNEX C AVIONICS AND EQUIPMENT Avionics: Collins Proline 3-Tube EFIS Dual Collins FMS-5000's w/ GPS 4000 Collins WXR-850 WX Radar Collins APS-4000 Autopilot Dual Collins DB-438 Audio Collins VHF-422C Comm L3 Communication CVR 2 Hour Dual Collins VIR-432 Nays Dual Glideslope Rec Collins ADF-462 ADF JET Standby Horizon Dual Collins DME-422 DME Flitefone VI Dual Collins TDR-94D's Mode "S" Transponders TCAS 94 Collins ALT-55B Radar Altimeter Dual Digital Clocks Collins SDU-640A RMI Dual Marker Beacons Dual Collins AHC-85E AHARS Landmark TAWS RVSM Compliant Other Equipment: Freon Air Conditioning Takeoff Improvement Mod Nordam Thrust Reversers Tail Logo Lights Aft Baggage Extension Left and Right Wing Ice Lights Lead Acid Battery Conversion Dual Cockpit Relief Tubes Tail De-Ice Mod Exterior: Overall Matterhorn White with Turquoise Green, Antique Gold and Cumulus Gray Metallic Striping with Gray Exits Interior: Seven-Passenger Configuration with a belted potty, Mic cabin four place club, 2 forward facing rear seats, Tan Leather Seats — Fireblocked — Vanilla Headliner — Fawn Carpeting — Custom Galley — Dual Mapcos TOGETHER WITH ALL ADDITIONS, ACCESSIONS, MODIFICATIONS, IMPROVEMENTS, REPLACEMENTS, SUBSTITUTIONS, AND ACCESSORIES THERETO AND THEREFOR, ALL AVIONICS, ONBOARD EQUIPMENT AND LOOSE EQUIPMENT, NOW OWNED OR HEREAFTER ACQUIRED, LOCATED ON THE AIRCRAFT OR REMOVED THEREFROM SO LONG AS AGENT SHALL RETAIN A SECURITY INTEREST THEREIN IN ACCORDANCE WITH THE APPLICABLE TERMS OF THIS AGREEMENT AFTER SUCH REMOVAL, AND ALL MANUALS, DOCUMENTATION, TECHNICAL PUBLICATIONS, RECORDS AND LOGBOOKS WITH RESPECT THERETO (IN WRITTEN FORM OR AS COMPUTER DATA, DISCS OR TAPES, WHETHER NOW EXISTING OR HEREAFTER ACQUIRED OR CREATED, AND WHETHER IN THE POSSESSION OF BORROWER OR HELD ON BEHALF OF BORROWER BY OTHERS). 2394767 26 (RK-244 SECURITY AGREEMENT) EFTA00012287 EFTA00012288 ANNEX D [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2394767 27 (RK-244 SECURITY AGREEMENT) EFTA00012289 EFTA00012290 ANNEX E (INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2394767 28 (RK•244 SECURITY AGREEMENT) EFTA00012291 EFTA00012292 ANNEX F This Irrevocable De-Registration and Export Request Authorization is linked to and part of the Aircraft Security Agreement (SIN RK-244) dated as of November , 2011, by Flight Options, LLC in favor of The Prudential Insurance Company of America, as collateral agent, which is being filed with the Federal Aviation Administration contemporaneously herewith. IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION November 2011 To: United States Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturer's List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft bearing manufacturer's serial number RK-244 and U.S. Registration No. N493LX, and two (2) Pratt & Whitney Canada model JT15D-5 (described on the International Registry Manufacturer's List as PRATT & WHITNEY CANADA model JT15D SERIES) aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE- JA0257 (described on the International Registry Manufacturers List as JA0256 and JA0257) (together with, in the case of each of the foregoing, all installed, incorporated or attached accessories, parts and equipment, the "aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of The Prudential Insurance Company of America, as collateral agent (the "authorized party) under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the United States Aircraft Registry maintained by the United States Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944; and (b) procure the export and physical transfer of the aircraft from the United States of America; and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall cooperate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the United States Aircraft Registry. FLIGHT OPTIONS, LLC UNITED STATES FEDERAL AVIATION ADMINISTRATION By: By: Name: Name: Title: Title: Agreed to and lodged this day of November, 2011 [insert relevant notational details] 2394767 29 (RK•244 SECURITY AGREEMENT) EFTA00012293 EFTA00012294 ANNEX G [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES) 2394767 30 (RK-244 SECURITY AGREEMENT) EFTA00012295 EFTA00012296 CLOSING TERMS ADDENDUM ("Closing Terms Addendum") to Aircraft Security Agreement (SIN RK-244) dated as of November 2011 (the "Agreement"), by FLIGHT OPTIONS. LLC, a Delaware limited liability company ("Borrower) in favor of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as collateral agent ("Agent"). All capitalized terms not defined in this Closing Terms Addendum are defined in the Agreement. Execution of the Agreement by Borrower shall be deemed to constitute execution and acceptance of the terms and conditions of this Closing Terms Addendum, and it shall supplement and be a part of the Agreement. Conditions Precedent: 1. On or prior to the Closing Date and at least one full Business Day prior to closing, Agent shall have received all of the following, in form and substance satisfactory to Agent: (a) the Agreement duly executed by Borrower, (b) an opinion of counsel for Borrower to Agent and Lenders as to matters that Agent may reasonably require; (d) certificate(s) of good standing for Borrower from its state of organization and the state(s) where the primary hangar location of the Aircraft and the chief executive offices and principal place of business of Borrower are located; (e) a certificate for Borrower executed by its secretary or other authorized representative certifying: (i) that the execution, delivery and performance of the Agreement and the other Loan Documents to which it is a party and the entry by Borrower into the transactions contemplated hereby and thereby have been duly authorized, (ii) the name(s) of the Person(s) authorized to execute and deliver such documents on behalf of Borrower, together with specimen signature(s) of such Person(s); and (iii) the certificate of formation, limited liability company agreement and other organizational documents of Borrower; (f) evidence as to the insurance coverage required under the Agreement, including, but not limited to, a certificate of insurance, copies of endorsements (including a lender endorsement), and, if requested by Agent, copies of applicable policies; (g) copies of: (i) if title to the Aircraft is not then vested in Borrower, the warranty bill of sale and FAA Aircraft Bill of Sale (AC Form 8050-2) conveying title to the Aircraft to Borrower and such other documents relating to the purchase or conveyance of title as Agent may request; (ii) if title to the Aircraft is vested in Borrower, the FAA Certificate of Aircraft Registration (AC Form 8050-3) for the Aircraft in the name of Borrower; and (iii) the FAA Standard Airworthiness Certificate (AC Form 8100.2) for the Aircraft; (h) confirmation that Borrower is a transacting user entity of the International Registry and that it has designated FAA Counsel as its professional user entity; (i) priority search certificates from the International Registry indicating that the Aircraft is free and clear of Registerable Interests; (j) a copy of Borrower's Engine Maintenance Program for the Engines and a collateral assignment to Agent of Borrowers rights thereunder and of the engine reserves thereunder; (k) a copy of Borrower's Computerized Maintenance Monitoring Program for the Airframe; and (I) such other documents, certificates and opinions, and evidence of such other matters, as Agent, Agent's counsel or FAA Counsel, may reasonably request or as are necessary, in the opinion of FM Counsel, to (1) perfect with the FM Agent's Lien in the Collateral, and (2) register Agent's 2394767 31 (RK-244 SECURITY ACREEME NT) EFTA00012297 EFTA00012298 international interest in the Aircraft and any associated rights pursuant to the Cape Town Convention, free and clear of Liens. 2. On or prior to the Closing Date, Agent shall have received evidence that FAA Counsel has received in escrow: (i) executed and authorized releases (including, without limitation, any discharges of international interests) in form and substance satisfactory to FAA Counsel of any Liens on the Aircraft, along with the consent(s) (including final consent(s)) of the applicable parties thereto; (ii) if the Aircraft is not then owned by Borrower, the executed FAA Aircraft Registration Application (AC Form 8050-1) for the Aircraft in Borrowers name and the FAA Aircraft Bill of Sale (AC Form 8050.2) conveying title to the Aircraft to Borrower, (iii) such other documents as are necessary, in the opinion of Agent's counsel and/or FAA Counsel to perfect Agent's Lien in the Aircraft; and (iv) the executed original of the Agreement and an IDERA; all the foregoing being in proper form for filing with the FAA. 3. On the Closing Date, Agent shall have received assurances from FAA Counsel, in form and substance satisfactory to Agent, that (i) the Aircraft (including the Airframe and Engines) is free and clear of all Registerable Interests and other Liens of record with the FAA and the International Registry; (ii) title to the Airframe is vested in the name of Borrower or will be vested in the name of the Borrower upon filing with the FAA of the Aircraft Registration Application and the FAA Aircraft Bill of Sale in the name of Borrower, if applicable; (iii) upon filing of the Agreement with the FAA and the registration of the contract of sale, if applicable, and the international interest created thereby with the International Registry, Agent will have a valid and perfected Lien and international interest in the Aircraft (including the Airframe and the Engines); (iv) the filing of the Agreement with the FAA has been effected; and (v) the registration of the contract of sale, if applicable, and all international interests created by the Agreement has been consented to by all parties. 4. At closing, Agent and FAA Counsel shall receive confirmation (which confirmation shall be satisfactory to Agent and FM Counsel) by the professional user entity of Borrower that such party has consented (including all required final consents) to the registration of the contract of sale, if applicable, and all international interests created by the Agreement. 5. On the Closing Date, Agent shall receive a priority search certificate from the International Registry evidencing that the contract of sale, if applicable, and Agent's international interests in the Aircraft (including the Airframe and the Engines) and associated rights have been duly registered therein. 2394767 32 (RK•244 SECURITY AGREEMENT) EFTA00012299 EFTA00012300 ATTACHMENT NUMBER to This Irrevocable De-Registration and Export Request Authorization is linked to and part of the Aircraft Security Agreement (S/N RK-244) dated as of November I(p , 2011, by Flight Options, LLC in favor of The Prudential Insurance Company of America, as collateral agent, which is being filed with the Federal Aviation Administration contemporaneously herewith. IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION November ke , 2011 To: United States Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturer's List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft bearing manufacturer's serial number RK-244 and U.S. Registration No. N493LX, and two (2) Pratt & Whitney Canada model JT15D-5 (described on the International Registry Manufacturer's List as PRATT & WHITNEY CANADA model JT15D SERIES) aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE- JA0257 (described on the International Registry Manufacturer's List as JA0256 and JA0257) (together with, in the case of each of the foregoing, all installed, incorporated or attached accessories, parts and equipment, the "aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of The Prudential Insurance Company of America, as collateral agent (the "authorized party") under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the United States Aircraft Registry maintained by the United States Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944; and (b) procure the export and physical transfer of the aircraft from the United States of America; and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall cooperate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the United States Aircraft Registry. FLIGHT OPTIONS. LLC UNITED STATES FEDERAL AVIATION ADMINISTRATION By: By: Name: Name: Title: Chief Financial Officer Title: Agreed to and lodged this day of November, 2011 2394883 (RK-244 IDERA) EFTA00012301 EFTA00012302 FILED WITH FAA N BR TIO /aGRAFT REGISTRA 211 tigli 16 Prl 3 22 CKLAHOMA CITY OKLAHOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE003226550 Oxig #3331 retd to M&T EFTA00012303 EFTA00012304 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION " ( FEDERAL AVIATOR ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER , -C AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE ii UNITED STATES C REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 400A c c AIRCRAFT SERIAL No. £ RK-244 FOR FAA USE ONLY :.I TYPE OF REGISTRATION (Check One box) I, < ❑ 1. Individual ❑ 2. Partnership Dift3. Corporation 04. Co-Owner 0 5. Government a 0 8. Non-Citizen Corporation • 9. Non-Citizen Corporation Co-Owner NAME OR APPLICANT (Person(s) shown on evidence of ownership. If individual. give last name. first name. and middle initial.) Flight Options, LLC 100% of 100% 410 TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant on list) (If P.O. Box Is used. physical address must also be shown.) • .liiiiii ni Number and Street: Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY 'REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code. Title 18. Sec. 1001). 410 CERTIFICATION I/WE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust. give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a. A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE TITLE DATE EACH PART OF THIS VP Whole AC Sales & Acquisitions of Flight Options I IC DATE APPLICATION MUST TITLE iI -1(0 - // BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (1/09) (NSN 0052-00-628-9007) Supersedes Previous Edition EFTA00012305 EFTA00012306 FILED WITH FAA t. LIKORAFT REGISTRATIO N BR 2011 NOU 16 Pfl 2 57 OKLAH,amA CITY) OKLAHOMA 40 O O FORM APPROVED 0) UNITED STATES OF AMERICA OMB NO. 2120-0042 O U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE CD UNDERSIGNED OWNER(S) OF THE FULL LEGAL 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: co 0 UNITED STATES 0 REGISTRATION NUMBER N493LX 0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A O AIRCRAFT SERIAL NO. RK-244 O DOES THIS R. AD Y OF //W. ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block "n FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS (0 DAY OF ., 2011. 40U. NAME (S) OF SELLER SIGNATURE (S) j TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR 1 (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST Ce VP WHOLE AIRCRAFT SALES w ADVANCE BEVERAGE & ACQUISITIONS OF -J -I COMPANY, INC. FLIGHT OPTIONS, LLC LLI 0 ACTING AS ATTORNEY-IN- FACT FOR ADVANCE BEVERAGE COMPANY, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012307 EFTA00012308 ilLED WITH FAA 'IRGRAFT REGISTRATION BR 2011 NOU 16 Pll 2 57 OKLAHOMA CITY OKLAHOMA X O O Cl FORM APPROVED 0 UNITED STATES OF AMERICA °WINO. 2120-0042 O U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE co co UNDERSIGNED OWNER(S) OF THE FULL LEGAL (-) AND BENEFICIAL TITLE OF THE AIRCRAFT io DESCRIBED AS FOLLOWS: UNITED STATES 8 REGISTRATION NUMBER N493LX a AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS ne DAY OF °O.., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC 6.25% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS (0 Im DAY OF ., 2011. 11O . NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP: ALL MUST SIGN.) IX VP WHOLE AIRCRAFT SALES w NORDIC AIR, LLC & ACQUISITIONS OF -1 -I FLIGHT OPTIONS, LLC Ill 0 ACTING AS ATTORNEY-IN- FACT FOR NORDIC AIR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1109) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012309 EFTA00012310 WITH FAA ' ;NCRAFT REGISTRATION BR 2011 WU 16 Pfl 2 57 OKLAHOMA CITY OKLAHOMA UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120.0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS / V I DAY OF Ilou. ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS I io DAY OF OU•., 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST IX VP WHOLE AIRCRAFT SALES w EMERIL AIR, LLC & ACQUISITIONS OF -J -J FLIGHT OPTIONS, LLC LIJ (i) ACTING AS ATTORNEY-IN- FACT FOR EMERIL AIR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00.629.0003) Supersedes Previous Edition EFTA00012311 EFTA00012312 TIMED WITH FAA BR IRGRAFT REGISTRATION 2011 NOV 16 F 2 57 OKLAHOMA CITY OKLAHOMA O UNITED STATES OF AMERICA FORM APPROVED OMB NO 2120-0042 lu U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 AIRCRAFT BILL OF SALE C FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT A DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX a O AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 O DOES THIS i I. TH DAY OF Aou. ., 2011 Col HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC 6.25% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS I I, ' ff DAY OF , 2011. II . NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN. IX VP WHOLE AIRCRAFT SALES Ill DOCKERY LEASING & ACQUISITIONS OF -I ...I CORPORATION FLIGHT OPTIONS, LLC UJ U) ACTING AS ATTORNEY-IN- FACT FOR DOCKERY LEASING CORPORATION ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00-629-0003) Supersedes Previous Edition EFTA00012313 EFTA00012314 rILED WITH FAA .RCRAFT REGISTRATION BR 2011 till! 16 PEI 2 57 OKLAHOMA CITY OKLAHOMA O O FORM APPROVED 0) UNITED STATES OF AMERICA Lk OMB NO. 2120-0042 (0 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 0 AIRCRAFT BILL OF SALE D ID FOR AND IN CONSIDERATION OF $1.00 ovc THE CD UNDERSIGNED OWNER(S) OF THE FULL LEGAL 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 0 UNITED STATES 0 aCD REGISTRATION NUMBER N493LX a 0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A O AIRCRAFT SERIAL NO. RK-244 O DOES THIS IL I " DAY OF rim., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block -n FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC 3.125% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER \ AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HANSI AND SEAL THIS I lo DAY OF 2011 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK)`(IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN. IX VP WHOLE AIRCRAFT SALES w DANIEL O. CONWILL, IV & ACQUISITIONS OF .J ...I FLIGHT OPTIONS, LLC LLI Cl) ACTING AS ATTORNEY-IN- \ FACT FOR ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00.629-0003) Supersedes Previous Edition 113201521239 5.0CI 11115/2011 EFTA00012315 EFTA00012316 r ILED WITH FAA .,RGRAFT REGISTRATION BR 2011 NU 16 PM 2 57 OKLAHOMA CITY OKLAHOMA U.S. Department Flight Standards Service of Transportation Aircraft Registration Branch, Oklahoma City, Oklahoma 71125-0501 AFS-750 Federal Aviation Toll Free: 1 WEB Address: Administration Date of Issue: October 12, 2011 FLIGHT OPTIONS LLC DOCKERY LEASING CORP ET-AL RICHMOND HEIGHTS OH 44143-1453 Idnirillituiirlrrir1illrlrntirrlr% Fax ATTENTION: JENNIFER LUDWICK T116540 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Nov II, 2011. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS:750•FAX4 (03/10) EFTA00012317 EFTA00012318 8 Declaration of International Operations a The Owners listed below: 0 1.) 6.25% of 100% 0 a 2.) 6.26% of 100% 3.) 3.125% of 100% 0 4.) 6.26% of 100% 5.) 6.25% of 100% 6.) 71.875% of 100% 7.) 8.) 9.) 10) 11.) 12.) 13.) 14.) as the owner(s) of aircraft N493LX , Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK-244 declares that this aircraft is scheduled to make an international flight on October 14 . 2011 as flight number departing, Cuyahoga County Airport, Richmond Heights, Ohio with a destination of Peterborough Airport, Windsor Ontario Airport Expedited registration in support of this international flight is requested this 12th day of October 2011 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more thant 5 years. or both. 18 U.S.C. 1001(a) Name of Owner(s): See List Above Signature: Typed Name of Signer: Title: Director of Sales Administration of Flight Options, LLC acting as Attorney-In-Fact for # 1, 2, 3 4 5 Signature: Typed Name of Signer: Title: Director of Sales Administration of Flight Options, LLC for # 6 EFTA00012319 EFTA00012320 H FAA FILED WIT ATION BR REGISTR AIRCRAFT 8111 9 52 2011 OCT 12 A CITY OKLAHOM A OKLAHOM FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION•MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE ii. UNITED STATES a REGISTRATION NUMBER li 493LX AIRCRAFT MANUFACTURER 8 MODEL 1 Raytheon Aircraft Ccapany 400A a AIRCRAFT SERIAL No. 0 RK - 244 FOR FAA USE ONLY ,e..,-.o TYPE OF REGISTRATION (Check One box) N O 0 1. Individual 0 2. Partnership 0 3. Corporation 1544. Co-Owner 0 5. Government -a 0 8. Non -Citizen Corporation S 9. Non-Citizen Corporation Co-Owner '' NAME OR APPLICANT (Person(s) shown on evidence of ownership. If Individual, give last name, first name, and middle initial.) 6.) Flight Options, LLC 71.875% of 100% 4. i (See Attachment q-30-li c( a 4-ed ) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailimmactdress (otters% applicant ittel) (If P.O. Box is used• physical address must also be shown.) Flight 0. ions Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. . This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code. Title 18. Sec. 1001). CERTIFICATION I III I I/WE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust. give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a. A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b.A non-cIllzen corporation organized and doing business under the laws of (state) • and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SI TITLE Director of Sales Admirfttration EACH PART OF THIS of Flight Options, LLC 4:7 t APPLICATION MUST SIGNATURE TITLE DATE BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (1/09) (NSN 0052-00-828.9007) Supersedes Previous Edition EFTA00012321 EFTA00012322 FILED WITH F"AA AIRCRAFT REGIS TRATION BR 2011. SEP 30 PPJ 12 26 OKLAHOMA CIT Y OKLAHOMA • 411 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION dare! Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Director of Sales Administration of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4,5 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and correct as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012323 EFTA00012324 A FILE D I RC R AFT R WITH FAA EG I ST R ATION 2011 SE P 30 DR • OK PM 12 26 LAHO M OKLA A CITY HOM A O O UNITED STATES OF AMERICA FORM APPROVED OMB NO 2120.0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE •< UNDERSIGNED OWNER(S) OF THE FULL LEGAL 3 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 0a 0 REGISTRATION NUMBER N493LX a 00 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A ?)O AIRCRAFT SERIAL NO. RK-244 O DOES THIS 20 DAY Op 7, 2011 HEREBY SELL, GRANT, TR NSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) FLIGHT OPTIONS. LLC 6.25% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS30 .n DAY OF ., 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN. Ct DIRECTOR OF SALES w MARM PARTNERS, LLC ADMINISTRATION OF -I J FLIGHT OPTIONS, LLC • UJ 0 ACTING AS ATTORNEY-IN- FACT FOR MARM PARTNERS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00.629.0003) Supersedes Previous Edition 112731324069 $5.00 09/30/2011 EFTA00012325 EFTA00012326 FILED w:TH fAA AIRCRAFT RECISTRATIon BR 2011 SEP 30 PP1 12 26 OKLAHOMA CITY OKLAHOMA Apt OO UNITED STATES OF AMERICA FORM APPROVED O OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 0 UNITED STATES 0 a REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL 0 RAYTHEON AIRCRAFT COMPANY 400A O AIRCRAFT SERIAL NO. RK-244 O DOES THIS 30 IR DAY OF&Dt., 2011 N HEREBY SELL, GRANT, TRAN FER AND .0 DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS LLC 6.25% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30 - DAY O , 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST ce w TWO BIG BEARS, LLC DIRECTOR OF SALES ADMINISTRATION OF J -I FLIGHT OPTIONS, LLC UJ U) ACTING AS ATTORNEY-IN- FACT FOR TWO BIG BEARS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) .. • . • ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00-629-0003) Supersedes Previous Edition EFTA00012327 EFTA00012328 FILED WIT AIRCRAFT REG H FAA • • ISTRATION BR 2011 SEP 30 PM 1 2 26 • OKLAHOMA C ITY OKLAHOMA UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 co DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION U. S. AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL • AND BENEFICIAL TITLE OF THE AIRCRAFT S DESCRIBED AS FOLLOWS: • UNITED STATES a REGISTRATION NUMBER N493LX a 0 AIRCRAFT MANUFACTURER & MODEL OO RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. O RK-244 O DOES THIS 30DAY OF ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In Tnis Block D P FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (5), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL ) FLIGHT OPTIONS. LLC 6.25% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 0 '" DAY O , 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST Ce DIRECTOR OF SALES to LLI CORP. ADMINISTRATION OF J MS -I FLIGHT OPTIONS, LLC LLI Cl) ACTING AS ATTORNEY-IN- FACT FOR LLI CORP. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050.2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition. EFTA00012329 EFTA00012330 FILED AIRCRAFT REWITH FAA GISTRATION BR 2011 CEP 30 PPI 12 26 OKLAHOMA CITY OKLAHOMA O O UNITED STATES OF AMERICA FORM APPROVED c() OMB NO. 2120-0042 Ps) U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION U AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL 3 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 70 0 UNITED STATES REGISTRATION NUMBER N493LX a 0 0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. O RK-244 O DOES THIS SO DAY OF ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC 3.125% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS3o DAY O!( y., 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN. Ce DIRECTOR OF SALES IL ADMINISTRATION OF -I -I FLIGHT OPTIONS, LLC LLI U) ACTING AS ATTORNEY-IN- FACT FOR ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1109) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012331 EFTA00012332 FILED WITH F.!,A AIRCRAFT REGISTRATION CR 2011 SEF 30 Prl 12 26 OKLAHOMA CiTY OKLAHOMA O O rir UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 •< UNDERSIGNED OWNER(S) OF THE FULL LEGAL 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX a 0 AIRCRAFT MANUFACTURER & MODEL a' RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. O RK-244 O DOES THIS DAY oFapi-., 2011 -TR HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FM USE ONLY D NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC • 6.25% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3o DAY T ech, 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST N DIRECTOR SALES W w PRIME TIME ASSOCIATES, ADMINISTRATIONOF -I -J LLC FLIGHT OPTIONS, LLC UJ CO ACTING AS ATTORNEY-IN- FACT FOR PRIME TIME ASSOCIATES, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Pievious Edition EFTA00012333 EFTA00012334 FILED WITH AIR C R FAA A F T R E GISTRATIO N BR 2011 S E P 30 P1 9 12 26 OKLAHOM A CITY ' OKLAHO MA O O UNITED STATES OF AMERICA FORM APPROVED t0 OMB NO. 2120-0002 U. S DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION O 0 0 AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 0 UNITED STATES 0 REGISTRATION NUMBER N493LX a 0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A p-Oa AIRCRAFT SERIAL NO. RK-244 O DOES THIS 3o T}4I W: s.pf- ., 2011 DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS LLC 12.50% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 O In DAY O ., 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN. Ce DIRECTOR OF SALES W SOUTHEASTERN MILLS, INC. ADMINISTRATION OF J FLIGHT OPTIONS, LLC W U) ACTING AS ATTORNEY-IN- FACT FOR SOUTHEASTERN MILLS, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1109) (NSN 0052.00.629-0003) Supersedes Previous Edition EFTA00012335 EFTA00012336 FILED WIT H FA A AIRCRAFT REGISTRA TION BR 2011 SEP 30 Pig 12 26 OKLAHOMA CITY OKLAHOMA 0 0 UNITED STATES OF AMERICA FORM APPROVED cWp OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION r01 AIRCRAFT BILL OF SALE < FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL z o AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 0 REGISTRATION NUMBER N493LX a. a 0 0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 0 DOES THIS 39 TR DAY OFS%JYt ., 2011 ••4 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block 'n FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC 3.125% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS s o '" DAY O , 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST DIRECTOR OF SALES W AIR LEADER, INC. ADMINISTRATION OF -J -I FLIGHT OPTIONS, LLC 11.1 0 ACTING AS ATTORNEY-IN- FACT FOR AIR LEADER, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012337 EFTA00012338 FILED WITH AIRCR FAA A F T R E GIS TRATION 8 R,. 2011 SEP 30 P P) 12 26 OKLAHOM A CITY OKLAHOM A 0 U.B. Department Flight Standards Service Aircraft Registration Branch, Oklahoma City, Oklahoma 71125-0501 of Transportation AFS•760 Federal Aviation Toll Free: WEB Address: Administration Date of Issue: June 8, 2011 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL FLIGHT OPTIONS LLC RICHMOND HEIGHTS, OH 44143-1453 Irlrilrlulrrrllrlulnlluullrlrrlrlrlrulirlrlrililuullrl HAND DELIVERED TO IATS IN THE PD ROOM TI13420 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jul 08, 2011. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. ME for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS:750•FAX4 (03/10) EFTA00012339 EFTA00012340 D n 0 Declaration of International Operations v a a The Owners listed below: > 1.) 12.50% of 100% K c.. c 2.) 6.25% of 100% ?. o 3.) 6.25% of 100% Q N 4.) 3.125% of 100% O _, 5.) 6.25% of 100% 6.) 3.125% of 100% 7.) 6.25% of 100% 8.) 3.125% of 100% 9.) 6.25% of 100% 10.) 6.25% of 100% 11.) 6.25% of 100% 12.) 6.25% of 100% 13.) 28.125% of 100% 14.) 15.) as the owner(s) of aircraft N493LX , Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK-244 declares that this aircraft is scheduled to make an international flight on June 10. 2011 as flight number 1 departing, Richmond Heights, Ohio, Cuyahoga County Airport with a destination of Peterborough Ontario, Windsor Ontario Airport Expedited registration in support of this international flight is requested this 6th day of June 2011 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more thant 5 years, or both. 18 U.S.C. 1001(a) Name of Owner(s): SEE LIST ABOVE Signature: Typed Name of Signer: Title: Director of Sales Administration of Flight Options, LLC acting as Attorney-In-Fact for # 1,2,3,4,5,6,7,8.9.10,11,12 Signature: Typed Name of Signer: Title: Director of Sales Administration of Flight Options, LLC for #13 EFTA00012341 EFTA00012342 FILED WITH FAA AIRCRAFT RESISTR AMR BR 1011 JUN 8 RP1 10 54 OKLAHOMA CITY OKLAHOMA FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER V AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE UNITED STATES a. REGISTRATION NUMBER AIRCRAFT MANUFACTURER 8 MODEL N 493LX Raytheon Aircraft Company 400A C AIRCRAFT SERIAL No. O RK-244 FOR FAA USE ONLY co TYPE OF REGISTRATION (Check One box) N.) O 0 1. Individual O2. Partnership I. 3. Corporation Nr4. Co-Owner • 5. Government 0 8. Non-Citizen Corporation 0 9. Non-Citizen Corporation Co-Owner NAME OR APPLICANT (Person(s) shown on evidence of ownership. If Individual, give last name, first name, and middle Initial.) 13.) Flight Options, LLC 28.125% of 100% ailed Lo --s- 0 (See Attachment - -8) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing rare 0 cars:sic-ant Ire (If P.O. Box is used, physical address must also be shown.) 1 -Mons Number and sicced: Rural Route: P.O. Box: CITY STATE - ZIP CODE Richmond Heights OH 44143 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be wounds for punishment by fine and/or imprisonment (U.S. Code, Title 18. Soc. 1001). 410 CERTIFICATION ONE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who Is a citizen (including corporations) of the United States. (For voting trust. give name of trustee: ). or: CHECK ONE AS APPROPRIATF• a. A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft Is not registered under the laws of any foreign country: and (3) That legal evidence of ownership Is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE TITLE Director of Sales Adwnfftttration EACH PART OF THIS of Flight.Options, LLC j Arp —15:—- i ( SIGNATURE TITLE D re APPLICATION MUST BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft maybe operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (1/09) (NSN 0052-00-828-9007) Supersedes Previous Edition EFTA00012343 EFTA00012344 FILED WITH FA A AIRCRAFT REGISTRATION BR • Z011 JUN 8 NAM 10 54,, OKLAHOMA CITY OK L A HOMA • • ATTACHMENT TO AIRCRAFT REGISTFtATION APPLICATION Otafe4 Reg #: N493LX Model: Raytheon Aircraft Company 400A SiN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Director of Sales Administration of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4,5,6,7,8,9,10,11,12 By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to valid) this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and correct as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012345 EFTA00012346 FILED V fiTH FAA AIRCRAFT REGI STRATION! OR 2011 JUN .1 8 I AP) 10 5 4 OKLAHOMA CITY OKL AHOMA O UNITED STATES OF AMERICA FORM APPROVED Es' OMB NO. 2120-0042 U. S DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT 2 DESCRIBED AS FOLLOWS: UNITED STATES Sa REGISTRATION NUMBER N493LX a AIRCRAFT MANUFACTURER & MODEL O 0 RAYTHEON AIRCRAFT COMPANY 400A O AIRCRAFT SERIAL NO. O RK-244 U DOES THIS 2ND DAY OF JUNE, 2011 HEREBY SELL, GRANT, TRANSFER AND '0 DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 2N0 DAY OF JUNE, 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO.OWNERSHIP, ALL MUST SIGN. Et DIRECTOR OF SALES Lu FREEDOM AIR ADMINISTRATION OF J .-I INTERNATIONAL, INC. FLIGHT OPTIONS, LLC UJ 0 ACTING AS ATTORNEY-IN- FACT FOR FREEDOM AIR INTERNATIONAL, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00.629-0003) Supersedes Previous Edition 111591057224 55.00 06108/2011 EFTA00012347 VI4011V1)10 A.113 VW0HV1)10 hS OT. WH iI 81i NAP 1102 de NOIIVILLSIONI OdIV V lid 031Id EFTA00012348 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER ' AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE a, UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFAC-T_AiURER At 'Anna_ N 493LX . -On rcrare com any 4)00A . * AIRCRAFT SERIAL No. FOR FAA USE ONLY TYPE OF REGISTRATION (Check One box) 0 'I: Individual 02. Partnership fa 3. Corporation. A. Co-Owner • 5. Government • • • 8. Non-Citizen Corporation 0 9. Non-Citizen Corporation.Co-Owner . • • ... . NAME OR APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and mIddicrinitiai.) 1.) Shmitka Air, Inc. 6.25% of 100% III (_See Attachment "faitce) /- g4----/I TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing f iv r vi sorist onilite(If P.O. Box Is used. physical address must also be shown.) .. Number and street: Rural Route: P.O. Box - CITY Richmond Heights ' STATE OH nPaa143DE 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. • A false or dishonest answer to any quo-din-I in this application may be grounds for punishment by fine and/or Imprisonment (U.S. Code. Title 18. Sec. 1001). II I CERTIFICATION I/VVE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (Including corporations) of the United States. (For voting trust, give name of trustee: ). Or: PHECK ONF AS APPROPRIATE: a. A resident alien, with alien registration (Form 1-151 or Form 1-551) No. UelaWare b.A nori•citizen corporation organized and doing business under the laws of (state) - end.said aircraiersestufLtrirnintte pkwsioreithweit iovitgi hounirwrits for Inspection at • • a (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE v ions EACH PART OF THIS of FLIGHT OPTIONS, LLC /t. acting as Attorney-In-FW8f APPLICATION MUST SIG TITLE for Shmitka Air, Inc. BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not In excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. AC FOOTS 8050-1 (1/09) (NSN 0052-00-628-9007) Supersedes Previous Edition EFTA00012349 EFTA00012350 FILED WITH FAA AIRCRAFT REGISTRA- ..-.1.1.0H. BR 2011 JAtov JO 59 OKLAHOMA CITY OKLAHOMA Ii • "." ATTACHMENT TO AIRCRAFT REGISTRATIO i ll APPLICATION h i*/ tia) — Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.26% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 21.875% of 100% Shown on Original form hereto Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6.7.8,9,10,11,12,13 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #14 I -47/ By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012351 EFTA00012352 FILED WIT AIRCRAFT REG H FAA ISTRATION SR 2011 JRN 24 R 10 59 OKLAHOMA C ITY OKLAHOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002285551 TYPE OF REGISTRATION IS # 9. NON-CITIZEN CO-OWNER EFTA00012353 EFTA00012354 2 O O UNITED STATES OF. AMERICA FORM APPROVED co U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION OMB NO 2120-0042 co , 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL 7 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: o UNITED STATES 0 REGISTRATION NUMBER N493LX 0 a AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. O RK-244 DOES THIS 13 TN DAY OF DEC ., 2010 ?1/4) HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S) GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) FLIGHT OPTIONS. LLC 3.125% OF 100% LEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 13 "I DAY OF DEC., 2010. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN. CC VP WHOLE AIRCRAFT LLI ASCENT II, LLC SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC LLI U) ACTING AS ATTORNEY-IN-FACT FOR ASCENT II, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012355 EFTA00012356 FILED WITH FAA AIRCRAFT RECISTRA TIOU 2011 JRN 24 at 10 59 OKLAHOMA CITY OKLAHOMA 2 5 3 O UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 V U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL 3 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES a REGISTRATION NUMBER N493LX 110241110252 AIRCRAFT MANUFACTURER & MODEL S5.00 01/24/2011 Cr. RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 131 DAY OF OCT., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS LLC 6.25% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE ANO TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS e l DAY OF OCT., 2010. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) VP WHOLE AIRCRAFT w SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC CTING AS ATTORNEY-IN-FACT FOR ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, VALIDITY OF THE INSTRUMENT.) JIIIIIIIIIIIIIIIIII ORIGINAL: TO FAA AC Form 8050-2 (1109) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012357 VIVON A110 V V1NO itIONV 1)10 6S OT ! did IQ 218 00 NV'110Z 10013 103U VVA K 1 UM 03 .2V11001V 112 EFTA00012358 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER -a • • • AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE UNITED STATES 493LX REGISTRATION NUMBER N AmptcRA59YffilidAcAfFeYWeempany 400A . . No. AIRCRARILW- FOR FAA USE ONLY TYPE OF REGISTRATION (Check One box) 0 1. Individual • 2. Partnership 0 3. Corporation RP. Co-Owner 0 S. Government . . IN 6. Non-Citizen Corporation • 9. Non-Citizen Corporation Co-Owner .. - NAME OR APPLICANT.(Person(s) shown on evidence of ownership..If Individual, give last name, first name, and middle initial.) 1.) Shmitka Air, Inc. 6.25% of 100% 110 (Scc Attachment otbui-ei I - 11 -ii) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing abdr4 IDfic f on I t If P.O. Box Is used. Physical address mast also be shown.) • Number and street: Rural Route: P.O. Box: cm , E, ZIP ii aTi%3 Richmond Heights F.IAI Of C CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code. Title 18. Sec. 1001). e l UVVE CERTIFY: CERTIFICATION (1) That the above aircraft is owned by the undersigned applicant. who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: , ). or: CHECK ONE AS APPROPRIATE* a. A resident alien. with alien registration (Form 1-151 or Form 1-551) No. b. le A non-citizen corporation organized and doing business under the laws of (state) Delaware and said aircrig...........rt c olf ard ritisr i fteg hearer/8am for Inspection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATIJFIF TITLE IL) e Sales 8i ce,sptiuis i LiurIS i, Oa Ern IL 2 -a 0 a - I I T LE for SnmItica Air, LLC i -1. t -1 DATE I 0/3 'C R I" cc IC Z 0. 00 Vn V/ SIGNATURE TITLE DATE sW IQ Gm NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (1/09) (NSN 0052-00-626-900T) Supersedes Previous Edition EFTA00012359 EFTA00012360 FILED WITH A IR FAA C R A F T R E G!STRATIO► I BR 2011 JR N 1 1 P P 1 1 55 OKLAHOMA CITY OKLAHOMA to • ATTACHMENT TO AIRCRAFT, REGISTRATION APPLICATION Meet I - II — I I Reg #: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) 12.50% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 3.125% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 3.125% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 6.25% of 100% Shown on Original form hereto 16.) 12.50% of 100% Shown on Original form hereto 17.) Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3A,5,6,7.8,9,10,11,12,13,14,15 V P of Whole Aircraft Sales & Acquisitioni of Flight Options, LLC for #16 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application", (II) that all of the information set forth on the Application is true and correct as of this dale, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012361 V1101O1)10 Alt0 VH0MIN 0 SS I GM II Mg' HOZ 89 ROLMICID U ign VIii Hllk 031H OM EFTA00012362 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002255147 SOLD EFTA00012363 EFTA00012364 UNITED STATES OF AMERICA FORM APPROVED I U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION ote NO. 2120-0042 O 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL 0 AND BENEFICIAL TITLE OF THE AIRCRAFT 73 DESCRIBED AS FOLLOWS: 0 0 UNITED STATES 0 a REGISTRATION NUMBER N493LX -n 0 AIRCRAFT MANUFACTURER & MODEL Er RAYTHEON AIRCRAFT COMPANY 400A .13 O AIRCRAFT SERIAL NO. RK-244 DOES THIS 26 TH DAY OF AUG., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS LLC 6.25% OF 100% CLEVELAND, OH 44143 110111402387 $5.00 01111/2011 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 26' DAY OF AUG., 2010. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN. VP WHOLE AIRCRAFT Ce w JHPH, LLC SALES & ACQUISITIONS OF -I -I FLIGHT OPTIONS, LLC LU U) ACTING AS ATTORNEY-IN-FACT FOR JHPH, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00.629-0003) Supersedes Previous Edition EFTA00012365 EFTA00012366 FILED WITH FAA AIRCRAFT'REGISTRAT ION BR 2011 JAN 11 PM 1 55 OKLAHOMA CITY OKLAHOMA O O O 0 RELEASE 0 3 0 FO Financing, LLC (the "Secured Party"), as the secured party under the Mortgage(s) 3 (described and defined in Annex I attached hereto), hereby: (i) releases from the terms of the Mortgage(s) all of its right, title and interest in and to the collateral covered thereby (including but not limited to the Airframe and Engines described on Annex I) and (ii) discharges the full international interests created by the Mortgage(s) and represented by the International Registry a File Numbers described on Annex I. a a Dated: 40/1_ , 2010 [The remainder of this page is intentionally left blank] N N Z1 N O O N EFTA00012367 EFTA00012368 FA FILED WITH A AIRCRAFT REGISTRA TION BR 2010 NOU 30 PEI 12 25 OKLAHOMA CITY OKLAHOMA IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated noted above. FO Financing LLC Vice President EFTA00012369 EFTA00012370 Annex I To Release Page 1 ,; Airframe One (I) Raytheon Aircraft Company Model:400A aircraft bearing manufacturer's serial number RK-244 (described on the International-Registry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number RK-244 ) and U.S. Registration No. N493LX . Two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JTI SD SERIES with serial numbers JA0256 and JA0257) (which engines are in excess of 550 horsepower or the equivalent). Mortgage Description Date Date.,';.' -FAA Conveyance International Registry of Document Executed ReCorde'tir -- - Number File Numbers Aircraft Mortgage and 07/08/10 ,i , ..; wq§act ., ;;r•,TM007712 77670 Security Agreement 77674 between Flight Options, 77676 LLC, as grantor, and FO Financing, LLC, as Mortgagee (collectively, the "Mortgage"). EFTA00012371 EFTA00012372 FILED WITH FAA N BR AIRCRAFT REGISTRATIO 2010 NOV 30 P19 12 25 OKLAHOMA CITY OKLAHOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002157532 See Recorded Conveyance Number TM007712, Doc ID 3870 EFTA00012373 EFTA00012374 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION 6 FEDERAL AVIATION siONITESTRATION-ma(ia ISONPICINEY AERONAUTICAL CENTER 0 CD AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE 13 UNITED STATES kl493LX co REGISTRATION NUMBER Ng Q AIRCRAFT MANUFACTURER & MODEL E Raytheon Aircraft Conpany 400A C AIRCRAFT SERIAL No. N RK-244 FOR FAA USE ONLY 2 N •-, TYPE OF REGISTRATION (Check one box) R.-: C 0 I. Individual 0 2. Partnership 0 3. Corporation )C4. Co-owner 0 5. Govl. 0 8. N°"'Clt" " Corporation -i C NAME OF APPLICANT (Person(*) shown on evidence of ownership. It individual, give last name, first name, and middle initial.) 1.) Shmitka Air, Air`, Inc. 6.25% of 100% ill (See Attachment 111111/" ) ) TELEPHONE NUMBER: ( ) ADORESS (Permanent rnallingapdress I. firs; applicaMCred.) (If P.O. BOX Is used. physical address must also be shown.) F I1 • • • ti ons Number and fleet: Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any Question In this application may be grounds for, punishment by tine and 1 or imprisonment (U.S. Code. Title IS, Sec 1001). CERTIFICATION lill i/VVE CERTIFY: (1) That the above aircraft Is owned by the undersigned epodcant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or' CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1-151 or Form 1-551) No b. 0(A non-citizen ration or nixed and doi business under the laws of (state) Delaware and said aircr turtleriffeftrtHerehruCtirgallaSS° tar and at (2) That the aircraft is not registered under the laws of any foreign Country; and (3) That legal evidence of ownership is attached or has boon filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE TITLE V P Whole A/C Sales & Aal sil ions EACH PART OF THIS of FLIGHT OPTIONS, LLC W 41.c. ‘0__. TITLE acting as Attorney-In- Ica APPLICATION MUST for Shrnitka Air, Inc. BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 dayS. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050.1 (5/03) (0052-00-828-9007) EFTA00012375 EFTA00012376 FILED WITH FAA AIRCRAFT REGISTRATION BR 2010 NOU 30 AM 11 57 OKLAHOMA CITY OKLAHOMA ATTACHMENT TO AIRCRAFT REGIpTFITION APPLICATION clakd StIva Reg #: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) 12.50% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.26% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 3.125% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 3.125% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 6.25% of 100% Shown on Original form hereto 16.) 6.25% of 100% Shown on Original form hereto 17.) 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6.7,8,9,10,11,12,13,14,15,16 %% to in V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #17 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and correct as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012377 EFTA00012378 FILED WITH FAA AIRCRAFT REGISTRATION BR 2010 NOU 30 Af9 11 57 OKLAHOMA CITY OKLAHOMA FORM APPROVED OMB NO. 2120.0042 UNITED STATES OF AMERICA aO IL S. AMBIENT U TRANSPOTITAMN MAT AVIATION ADMINISTRATIM O AIRCRAFT BILL OF SALE O FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- to CRIBED AS FOLLOWS: UNITED STATES REGISTRATION S NUMBER N 493LX a AIRCRAFT MANUFACTURER 8, MODEL 00 RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 O DOES THIS30 TH DAY OF IJCV., 2010 O HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Oco Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY 3 NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) te w w < NORDIC AIR LLC 6.25% OF 100% I o re RICHMOND HEIGHTS, OH 44143 D a. DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30" DAY OF Nov., 2010 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO.OWNERSHIP ALL MUST SIGN ce Lli FLIGHT OPTIONS, LLC VICE PRESIDENT Ill WHOLE AIRCRAFT co SALES & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052790-629-0003) Supersedes Previous Edition 103341305161 $5.00 11/30/2010 EFTA00012379 EFTA00012380 FILED WITH FAA N BR AIRCRAFT REGISTRATIO 2010 NOV 30 firl11 57 OKLAHOMA CITY OKLAHOMA 1ECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION sINUM: 493LX KIX RAI, AVIATION ADMINISTRATION SERIAL NUM: RK-244 CROSS-REFERENCE-RECORDATION MFR: RAYTHEON AIRCRAFT COMPANY NIODEL: 400A AIR CARRIER: This form is to be used in cases whine a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT MORTGAGE AND SECURITY AGREEMENT JULY 8.2010 FROM DOCUMENT NO. FLIGHT OPTIONS LLC (12.50% 'MEREST) TM007712 TO OR ASSIGNED TO DATE RECORDED FO FINANCING LLC JUL 26, 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: I Total Spare Parts. N493I,X P&W C JTI5D-5 PCE-JA0256 P&W C JT I5D-5 PCE-JA0257 tFS-750-23R (MOS) EFTA00012381 EFTA00012382 O O 17). 0 0 0 ).] 0 0 a C AIRCRAFT MORTGAGE AND SECURITY AGREEMENT O dated as of O O ? 2010 —4-1"11ELde by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee 101891532438 $18.40 07/08/2010 EFTA00012383 EFTA00012384 FILED V:11-:I F ". t.:RCRAFT 2010 JUL 8 PM 3 10 OKLMIClit, CITY OKLAHOMA TABLE OF CONTENTS SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 8 4.8 Inspection 8 4.9 Reserved 8 4.10 Citizenship 9 4.11 Event of Loss with Respect to an Engine 9 4.12 Further Assurances 9 4.13 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.3 Sale and Suits for Enforcement 11 6.4 Waiver of Appraisement, etc 12 6.5 Remedies Cumulative 12 6.6 Application of Proceeds 12 6.7 Delay or Omission; Possession of Loan Certificates 12 6.8 Mortgagee's Right to Perform for the Grantor 12 C14199 S0861304.066497.0072 EFTA00012385 EFTA00012386 6.9 Deregistration 12 6.10 Speedy Relief Remedies 13 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 13 7.2 Indemnification 13 7.3 Reserved ' 14 Notices 14 7.4 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage 14 7.6 Governing Law 14 7.7 Severability 15 EXHIBIT Exhibit A Credit and Security Agreement SCHEDULE Schedule 1 Description of Aircraft and Engines CH199 5086130-5.066497.0072 EFTA00012387 EFTA00012388 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of 3tistm 204 G (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited lila c m an (the "Grantor"), with its chief executive office and principal place of business at Cleveland, Ohio 44143, in favor of FO FINANCING, LLC, a Delaware limited liability company, as Lender under the Credit and Security Agreement defined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are parties to that certain Amended and Restated Credit and Security Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Credit and Security Agreement"), pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terms and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Credit and Security Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Credit and Security Agreement, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the respective meanings ascribed to them in the Credit and Security Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following• defined meanings (and shall be applicable to both the singular and thb plural forms of such terms): "Act": the Transportation Act, 49 U.S.C. §§40101, et. seq., as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft": collectively, each Airframe, together with the Engines installed thereon as of the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute Engines may from time to time be installed on such Airframe, to the extent of the Grantor's ownership interest therein. "Aircraft Protocol": the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may be amended or modified from time to time. "Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines or engines from time to time installed thereon, either originally mortgaged hereunder and CH199 5086130.5.066497.0072 EFTA00012389 EFTA00012390 described in Schedule I hereto, together with any and all Parts which are either incorporated or installed in or attached to such airframe or required to be subject to the lien and security interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest therein. "Cape Town Convention": collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Carrier": any corporation (except the United States Government) domiciled in the United States of America and (i) holding a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 1110 of Title I I of the United States Code or any analogous statute with respect to the Aircraft and/or (ii) having certified authority by the FAA to conduct scheduled air cargo transportation under Part 121 of the regulations promulgated under the Act. "Civil Aircraft Registry": the civil aircraft registry maintained by the FAA pursuant to the Act. "Convention": the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time. "Credit and Security Agreement": the term as defined in the above recitals of this Mortgage. "Engine": each aircraft engine described in Schedule I hereto, together with any and all Parts which aro either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with respect to any property: loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United -2- Clil99 5086130-5.066497.0072 EFTA00012391 EFTA00012392 States Government or any instrumentality or agency thereof for a period of less than 60 days; (iv) as a result of any rule, regulation, order or other action by the FAA or normal other governmental body having jurisdiction, the use of such property in the have been prohibited for a period of six (6) course of interstate air transportation shall consecutive months; or (v) the operation or location of such property, while under requisition for use by the United States Government, or any instrumentality or agency thereof, in any area excluded from coverage by any insurance policy in effect with respect to such property, if the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. Event of An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. or "FAA": the United States Federal Aviation Administration, or any successor replacement administration or governmental agency having the same or similar authority and responsibilities. "Governmental Authority": any federal, state, local or foreign governmental or regulatory entity (or department, agency, authority or political subdivision thereof) or any other judicial, public or statutory instrumentality, commission, tribunal, board, court or bureau. "Indemnified Liabilities": those liabilities as defined in Section 7.2 hereof. "International Interest": such interest as ascribed thereto in the Cape Town Convention. "International Registry": the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures": the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations": the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Irrevocable De-Registration and Export Request Authorization" or "IDERA": such de- registration and authorization as provided under the Cape Town Convention and as provided in subsection 6.9 of this Mortgage. -3- C ti199 50R 6 I 30.5.066497.0072 EFTA00012393 EFTA00012394 "Lien": any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the tiling of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": such collateral as defined in Section 2 hereof. "Obligations": such term as defined in the Credit and Security Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and radar devices, cargo handling systems and loose equipment that are at such time incorporated or installed in or attached to any Airframe, Engine or Part, to the extent of the Grantor's ownership interest therein. "Permitted Liens": (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinary course of business securing sums not overdue; (by Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP and which have no effect on the priority of Liens in favor of Mortgagee or the value of the assets in which Mortgagee has a Lien; (e) purchase money Liens securing purchase money indebtedness to the extent permitted under the Credit and Security Agreement and this Mortgage (and as such terms are defined in the Credit and Security Agreement); and (f) Liens specifically identified as Permitted Liens in the Credit and Security Agreement. "Proceeds": the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Credit and Security Agreement and whatever is receivable or received when any Airframe, Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe, Engine or Part. "Prospective International Interest": such interest ascribed thereto in the Cape Town Convention. "Replacement Engine" as defined in Section 4.11 hereof. -4- CI1199 5086130-5.C66497.0072 EFTA00012395 EFTA00012396 "Tax" as defined in Section 4.3 hereto. "UCC" means the Uniform Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that the term "UCC" is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the Obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a first priority security interest, subject to no Other Liens, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Mortgage Collateral"), and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the due Aircraft, as collateral security for the prompt and complete payment and performance when of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Mortgage; (b) all logs, manuals, books, records (including, without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including, without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (e) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft, the Airframe and/or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including, but not limited to the insurance required hereunder, under the Credit and Security Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other loss of title to or the use or possession of the Aircraft or any part thereof; - 5- CI1199 5056130-5.066497.0072 EFTA00012397 EFTA00012398 (d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received as a result of, arising from, derived in connection with or otherwise relating to the Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues, other sums profits, revenues, accounts, accounts receivable, general intangibles, income and any sale, lease, hire, charter or paid, received or to be received relating to or in connection with the of any nature other disposition of the Aircraft or any part thereof or the provision of services whatsoever utilizing the Aircraft or any part thereof; (e) all Proceeds of all or any of the foregoing whether cash or otherwise. SECTION 3 REPRESE NTATION S AND WARRANTIES The Grantor represents and warrants that: (a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. free Section 40102(a)(15)(e), (ii) have good and marketable title to such Mortgage Collateral, and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly Aircraft, register in the name of the Grantor, at its expense, the Airframe constituting part of such in accordance with the Act and shall have in full force and effect a certificate of airworthine ss duly issued pursuant to said Act. (b) This Mortgage is in proper form to be duly filed for recordation in accordance with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected lien on and prior perfected security interest in such Mortgage Collateral, subject to no other Liens (except for Permitted Liens). (c) (i) No International Interest or Prospective International Interest (other than that (ii) of Mortgagee) is registered with the International Registry with respect to the Aircraft; Grantor shall not consent to the registration of any International Interest or Prospective International Interest with respect to the Aircraft (other than any such interest registered in favor of Mortgagee); and (iii) Grantor has not executed an IDERA with respect to the Aircraft in favor the Civil of any person (other than Mortgagee) which has not been discharged and removed from Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to the registration of the Mortgagee's International Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there aro no International Interests or Prospective International Interests against the Aircraft which are prior and superior to the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained, -6- CH199 5086110-5.056497.0072 EFTA00012399 EFTA00012400 serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in respect of such Mortgage Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and of any any other Mortgage Collateral will not be maintained, used or operated: (A) in violation material law, rule, regulation or order (as defined below) of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, except for any violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for lieu of use by the United States of America, and then only if the Grantor obtains indemnity in such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral are operated or used under contract with the government of United States of America under which contract said government assumes liability for any other damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with respect to any of the Mortgage Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and by the Credit and Security Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing being here called a "Tax") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture, -7- CHI99 5086130-5.066497M72 EFTA00012401 EFTA00012402 purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or other disposition of any Airframe, Engine or Part, or any rentals or other earnings, payable therefor or arising therefrom or the income or other proceeds received with respect thereto, or (iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintained on its books adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Credit and Security Agreement, lease or otherwise in any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe or engine other than to an Airframe or Engine. 4.5 Insurance. (a) The Grantor at its own expense shall carry insurance with respect to the Mortgage Collateral as required pursuant to the terms and provisions of the Credit and Security Agreement, together with such endorsements in favor of the Mortgagee (or Lender) as are required by the Credit and Security Agreement. (b) Upon the occurrence and continuance of an Event of Default, all insurance payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) held and applied by the Mortgagee (or Lender) against the Obligations as provided under the Credit and Security Agreement, or be retained by the Grantor for application to the repair of damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in accordance with the terms of the Credit and Security Agreement. 4.6 Modification and Additions. The Grantor, at its expense, shall make such modifications in and additions to the Airframes and the Engines as may be required from time to time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In addition, so long as no Default or Event of Default shall have occurred and be continuing, the Grantor, at its expense, may from time to time make such modifications in and additions to any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto are in accordance with the terms of the Credit and Security Agreement. 4.7 Reserved. -8- CHIS9 5086130.5.066497.0072 EFTA00012403 EFTA00012404 4.8 Inspection. Subject to the provisions of Section 6.10 of the Credit and Security Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating thereto:at all such times during normal business hours as the Mortgagee may from time to time reasonably request; provided that so long as no Event of Default shall have occurred and is continuing such visits shall be limited to two (2) occasions per fiscal year. 4.9 Reserved. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15)(c). 4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe on which such Engine was originally installed, the Grantor shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage, in substitution for the Engine with respect to which such Event of Loss occurred, substitute another engine of the same manufacturer and model described on Schedule 1 attached hereto (or engine of the same manufacturer of an improved model and suitable for installation and use on ent an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacem Engine"), free and clear of all Liens and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred assuming such Engine was of the value and utility and in the condition and repair required by the terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense, shall (i) furnish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii)' cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and filed for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of compliance with the insurance provisions of subsection 4.5 hereof with respect to such Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the Mortgagee may request in order to evidrnee the value, utility and operating condition of the Replacement Engine, the Grantor's title to the Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security interests created or intended to be created in favor of the Mortgagee hereunder and to comply -9- O8199 5086130-5.0564920072 EFTA00012405 1 EFTA00012406 with the laws and regulations of the FAA and the requirements of the Cape Town Convention with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become located in or any other applicable law, including, without limitation, the execution, delivery and tiling of UCC financing and continuation statements with respect to the security interests created hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to file any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Credit and Security Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or under the Credit and Security Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Credit and Security Agreement. SECTION 6 EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. If an Event of Default under the Credit and Security Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein and to the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in any applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document. 6.2 Possession of Mortgage Collateral. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without notice, take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place - 10 - 0109 5086130-5.066497.0072 EFTA00012407 EFTA00012408 or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without In risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. addition, the Grantor will provide, without cost or expense to the Mortgagee , storage facilities to for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail demand by the Mortgagee , the deliver any Mortgage Collateral or any part thereof after Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring to the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, the entry of which the Grantor hereby specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, by including the Aircraft wherever they may be found and enter any of the premises of or leased the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and the Security Documents. Upon every such taking of possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may deem proper. 6.3 Sale and Suits for Enforcement. (a) If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including the Aircraft, may: (i) to the extent and in the manner permitted by law, sell at one or more sales, all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of any Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. CHI99 5086130-5.066497.0072 EFTA00012409 EFTA00012410 (c) The Mortgagee, to the extent permitted by law, may from time to time adjoum any sale under paragraph (a)(i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, such sale be made at the time and place to which the same shall have been so adjourned. (d) Upon the completion of any sale under paragraph (a)(i) above, full title and right to any of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in or causing the accordance with the instructions of the Mortgagee (including flying any Aircraft same to be flown to such airports in the continental United States as the Mortgagee may specify), such such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver rights granted by subsection 6.2 hereof. Mortgage Collateral, the Mortgagee shall have all of the The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its name and stead, to make all necessary conveyances of any Mortgage Collateral so sold. confine Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. 6.4 Waiver of Appraiscment, etc. The Grantor agrees, to the fullest extent that it lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy herein conferred or now or hereafter existing in law. 6.6 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the Credit and Security Agreement. 6.7 Delay or Omission; Possession of Loan Certificates. (a) No delay or omission of the Mortgagee to exercise any right or remedy arising upon the happening of any Default or Event of Default shall impair any right or remedy or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents or by applicable law may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. (b) All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of the Notes or any other instrument or document evidencing any obligation or the production thereof in any proceeding. - 12 - CHI99 50561 30-5.C66497.0072 EFTA00012411 EFTA00012412 6.8 Mortgagee's Right to Perform for the Grantor. From and after the occurrence and continuance of an Event of Default, if the Grantor fails to perform or comply with any of its agreements contained herein, the Mortgagee may perform or comply with such agreement, and the amount of the reasonable out-of-pocket costs and expenses incurred in connection with the performance or compliance with such agreement (together with interest thereon at the Default Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the lien and security interest of this Mortgage. 6.9 Deregistration. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, procure the deregistration of the registration of the Aircraft and export the Aircraft to a jurisdiction of the Mortgagee's choice pursuant to the IDERA and as authorized by the Cape Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses incurred in taking any such action, including reasonable attorney fees; and all such expenses and fees shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute and deliver an IDERA to the Mortgagee to be filed with the FAA. 6.10 Speedy Relief Remedies. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, pending final determination of its claim in any court proceeding, obtain speedy relief in the form of on order providing for (i) preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii) of this subsection 6.10, management of the Mortgage Collateral and the income therefrom, and (v) sale and application of proceeds therefrom. SECTION 7 MISCELLANEOUS PROVISIONS 7.1 Amendments. etc. No amendment or waiver of any provision of this Mortgage, nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Mortgage and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Mortgage and any such other documents, including, without limitation, the fees and disbursements of counsel to the Mortgage; (c) to pay, indemnify, and to hold the Mortgagee harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation of -13- CHI99 5086130.5.066497.0072 EFTA00012413 EFTA00012414 any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Mortgage and any such other documents, and (d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Mortgage and any such other documents (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection of the 7.2 shall survive termination of the Credit and Security Agreement and satisfaction Obligations thereunder. 7.3 Reserved. 7.4 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or four (4) business days after being deposited in the United States mail, certified or registered mail postage prepaid, or one (1) business day after being deposited with an overnight courier of national reputation, or upon receipt of confirmation of successful transmission with respect to any notice or communication sent via facsimile, to the addresses set forth in the Credit and Security Agreement. 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage. (a) In addition to the other. Security Documents, this Mortgage shall create continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force and effect until payment and performance in MI of all of the Obligations, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its successors, transferees and assigns. (b) Upon the indefeasible payment and performance in full of all of the Obligations, the lien and security interest granted hereby and in the Security Documents shall terminate. Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an appropriate instrument evidencing such termination of this Mortgage. 7.6 Governing Law. (a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY - 14 - CH)99 5086)30.1066497,CO72 EFTA00012415 EFTA00012416 CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE 'OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. (c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY TN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR. OTHERWISE BETWEEN MORTGAGEE AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. (d) THIS AGREEMENT SHALL BE DEEMED DELIVERED IN THE STATE OF NEW YORK FOR PURPOSES OF TITLE 49 U.S.C. § 44108 OF THE ACT. 7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage shall not affect the remaining provisions of this Mortgage should any one or more provisions of this Mortgage be held by any court of law to be invalid; nor should any such court holding operate to render this Mortgage invalid or to impair Mortgagee's lien and security interest in any of the Mortgage Collateral, as this Mortgage shall be construed as if such invalid provisions had not been contained herein. (Balance of Page Intentionally Left Blank. Signature Page Follows. - 15 - CH199 50861304.066497.0072 EFTA00012417 i EFTA00012418 IN WITNESS WEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC By: Nam Title: Vice President of Whole Aircraft Sales & Acquisitions FO FINANCING, LLC By: Name: Title: Vice President EFTA00012419 EFTA00012420 IN WITNESS WEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC By: Name: Title: Vice President of Whole Aircraft Sales & Acquisitions FO FINANCING LLC By: N Title: Vice President EFTA00012421 EFTA00012422 Schedule 1 Aircraft; Airframe and Engines" Make / Model Reg. No. Serial No. Engine Make Engine Engine Serial Percent Model No. Owned•'• RAYTHEON N493LX RIC-244 PRArr & IT1 513.3 PCE-M0256" 12.50% AIRCRAFT COMPANY WHITNEY model 400A CANADA RAYTHEON N493LX RIC-244 PRATT & HI 5D-5 PCE-JA0257" 1230% AIRCRAFT COMPANY WHINEY model 400A CANADA Each of which Engines is capable of 1750 lbs or more o or has 550 or more rated takeoff or the equivalent •Desctibed as model ITI5D SERIES with serial numbers 1A0736.andIA0252xmlbe International Registry drop down menu. "Airentil used herein references Orants's undivided 12.50% interest in the Aircraft and Engines based upon "Fractional Interest" listed below. Fractional Interest The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Mountville Mills, Inc. on 11/16/2009 and filed with the FAA on 12/21/2009 ; and The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Wells Fa o ato h N • . Thrace on 02/16/2010 and filed with the FAA on 1 - (-) (collectively the "Fractional Interest") This Aircraft Mortgage and Security Agreement encumbers a total of 12.50% fractional interest in the Airframe and Engines. International Interests registered on the International Registry in connection with this Mortgage Supplement are evidenced by File Numbers 77670 77674 and 77676. The FAA Unique Authorization Code applicable to this Aircraft Mortgage and Security Agreement is IRN20100510080655. EFTA00012423 EFTA00012424 Exhibit A Credit and Security Agreement [Not included for purposes of confidentiality.) CH190 50861304.066497.0072 EFTA00012425 '4140W:140 '4-00101%0 J. 113 Q 11 OUR T,311 V • te ti3i1V .,111,A 0.3111 ; EFTA00012426 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001873870 ORIG DOC ID 9195 FFR 7/8/10 RETD IATS EFTA00012427 EFTA00012428 FORM APPROVED OMB No 21204%342 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION C FIEOESULL AVIATION AinarsesTRATioN-NOte IlKweRONEV AERONAUTICAL CENTER (' AIRCRAFT REGISTRATION APPLICATION "C CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 493O< - AIRCRAFT MANUFACTURER 8. MODEL - Raytheon Aircraft Company 400A c AIRCRAFT SERIAL No. c RK —244 FOR FAA USE ONLY P c TYPE OF REGISTRATION (Check one box) C 1. Individual O 2. Partnership O 3. Corporation JO 4. Co-owner 0 5. Gov't O 8. Nc/Citen Corpora\on NAME OF APPLICANT (Person(s) shown on evidence of ownership. If Individual. give last name. first name, and middle Initial.) 1.) Shmitka Air, Inc. 6.25% of 100% I'll Cite Attachment 4114-e_el -1 - T- 1 0 ) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mega first .applicant Ittit.)(If P.O. BOX la used. physical address must also be shown.) C/0: i t tions Number and street - Rural Moyle: PO. Bin: CITY STATE ZIP CODE Richmond Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may 1) 0 grounds for punishment by tine and: or imprisonment (U.S. Code. Title IS. Sec 1001) CERTIFICATION IP UWE CERTIFY: (1) That the above aircraft 's owned by the undersigned applicant. who is a citizen (including corporations) of the United Stales. (For voting trust. give name of trustee' i of CHECK ONE AS APPROPRIATE: a. I7) A resident alien. with alien registration (Form 1-151 or Form 1-551) No. and said traft2straV nieerttl-Wfliglte riM .sultidntilicrIta Delaware b. (4 A non-citizen corporation organized and doing business under the laws of (state) nallrarleS for (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence Of OwnerShip is attached or has boon filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE TITLE P Whole A/C Sales & AaWnsitions EACH PART Of THIS of FLIGHT OPTIONS, LLC TITLE acting as Attorney-In-Faetp APPLICATION MUST for Shnitka Air, Inc. —I --c, — 10 BE SIGNED IN INK. SIGNATURE TITLE DATE k lk NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a Defend not In exams of 90 days. during which time the PINK copy of this application must be awned In the aircraft. AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00012429 ‘11}41 0 V WOW 1 - 1 )iO 1 0 V %4O k1 CI 1W OW C W8 01:0; I.AV L1 '," FA C13 '11 de NOLL 2. till EFTA00012430 ATTACHMENT TO AIRCRAFT REGISITRATION APPLICATION &ARA Reg #: N493LX Model: Raytheon Aircraft Company 400A S/Nit: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) 12.50% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 3.125% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 3.125% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 6.25% of 100% Shown on Original form hereto 16.) 12.50% of 100% Shown on Original form hereto 17.) Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10.11.12,13,14,15 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #16 By signing above. the appacant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the "Application". (II) Mal all of the information set forth on the Application is true and currecA as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012431 EFTA00012432 FILED '.'.' : , r*, A AIRCHr.FT : 2010 JUL 8 PI9 3 10 OKLAKCI•It. CITY OKLe.li0Mt. FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA ° o MIL DEPARIMBIT NEMMA= FMK AVIADU AMMISHAMIN AIRCRAFT BILL OF SALE a_. FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL 4 ,efti AND BENEFICIAL TITLE OF THE AIRCRAFT DES— io CRIBED AS FOLLOWS: . i UNITED STATES x REGISTRATION i' s NUMBER N493LX a0 AIRCRAFT MANUFACTURER & MODEL La c. RAYTHEON AIRCRAFT COMPANY 400A Al AIRCRAFT SERIAL NO. IQ- al ci RK-244 8 DOES THIS 16Th DAY OF FEB., 2010 To' HEREBY SELL, GRANT, TRANSFER AND 09 DELIVER ALL RIGHTS, TITLE, AND INTERESTS T Do Not Write In This Block g IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY 7 NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) CZ W co FLIGHT OPTIONS LLC 6.25% OF 100% < x 0cc RICHMOND HTS., OH 44143 m a. 101891532438 35.00 07/08/20/0 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 16TH OF FEB., 2010. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP ALL MUST SIGN W —I 'Li WELLS FARGO BANK NORTHWEST, N.A. - V P of Whole Ai rcraf t Sales & Acquisitions of 0 TRUSTEE FLIGHT OPTIONS, LLC Acting as Attorney-in-Fact for WELLS FARGO BANK NORTHWEST, N.A. - TRUSTEE ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012433 EFTA00012434 FILED WITH FA A AIRCRAFT RE3:STRATICH BR 2010 JUL 8 P19 3 10 OKLAHOMA CITY OKLAHOMA O O N O RELEASE FO Financing, LLC (the "Secured Party"), as the secured party under the Mortgages (described and defined in Annex I attached hereto), hereby: (i) releases from the terms of the 00 Mortgages all of the collateral covered thereby (including but not limited to the Airframe and 700 Engines described on Annex I) and (ii) discharges the international interests created by the 0 Mortgages and represented by the International Registry File Numbers described on Annex I. a Dated: A IL g , 2010 L ro [The remainder of this page is intentionally left blank] O -1 O A -n EFTA00012435 EFTA00012436 TH FA I\ D WEI TiCH SR FILE-1 R G , MA AIRCRIO Pli 3 09 2010 Jul 8 MA CITY OKLAHO MA OKLAHO IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated noted above. FO Financing LLC By: Title: Vice President EFTA00012437 Annex I To Release Page 1 Airframe One (1) Raytheon Aircraft Comminv model 400A aircraft bearing manufacturer's serial number RK-244 (described on the International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number RK-244) and U.S. Registration No. N493LX. filipp:sis Two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JTI5D SERIES with serial numbers JA02%-and JA0257) (which engines are in excess of 550 horsepower or the equivalent). Mortgages Description Date Date FAA Conveyance International Registry of Document Executed Recorded Number File Numbers Aircraft Mortgage and 12/13/07 06/12/08 AM000500 N/A Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee Second Aircraft 12/13/07 06/12/08 AM000501 N/A Mortgage and Security Agreement between Flight Options. LLC, as grantor, and FO Financing, LLC, as Mortgagee Aircraft Mortgage and 03/20/09 04/01/09 LA001848 322997 Security Agreement 323003 between Flight 323001 Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee VHOH ONO A110 Vt-i 1PV1)10 60 C eetivaitithillehort g a g es"). be N:1,1 7:)3 13V;ntli 1-41 1.11k 0311d EFTA00012438 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001839192 SEE RECORDED CONVEYANCE AM000500 ET AL ZSC3921 PG 195 EFTA00012439 EFTA00012440 RECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION VNUM: 493LX FEDI R.V. AVIATION ADMINISTRATION SERIAL NUM: MFR: CROSS-REFERENCE-RECORDATION MODEL: AIR CARRIER: This Form is to be used in cases where a conveyance COVENS several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED NAME CHANGE FEBRUARY 11.2010 FROM DOCUMENT NO. AIR GHISLAINE INC TO OR ASSIGNED TO DATE RECORDED SHMITKA AIR INC FEBRUARY 23, 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: Total Engines: Total Props: I Total Spare Parts: tFS-750-23R (MOS) EFTA00012441 EFTA00012442 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FECCIAL AVIPMON ADIMMISTWATION- SCE NIONROPIIIIV AIIIRONAtMCAL canfreil AIRCRAFT REGISTRATION APPLICATION T CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER Kt N 493LX c Fl AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 4O0A • AIRCRAFT SERIAL No. (I S RK-244 FOR FAA USE ONLY ( TYPE OF REGISTRATION (Check one Sox) C. Is O 1. Individual Ei 2. Partnership O 3. Corporation IR) 4. Co-owner O 5. Gov't. O 0. „ anon C NAME OF APPLICANT (Person(*) shown on evidence of ownership. If InctividuaL give last name. first name, and middle initial.) III 1.) Air Ghislaine, Inc. 6.25% of 10O% C See Attachrrent 4 a+cel 1- lq—io TELEPHONE NUMBER: ( ) ADDRESS (Porrygnonl mailing *tigress for first applicant listed.)(II P.O. BOX Is used, physical address must ekso be shown.) Number and street' ._ _ _— Rural Route: PO. Sox: CITY I STATE ZIP CODE Ric mind Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this appliCallon may De grounds tor punshmon, by ftnr, and or imprisonment (U.S. Code. Title 18, Sec 1031). CERTIFICATION ID 1NVE CERTIFY: (I) That the above aircraft rs Owned by the undersigned applicant, who is so citizen (including corporations) of the United States. (For voting fruit. Ow name of trustee: . ). or CHECK ONE AS APPROPRIATE: a. O A resident alien. wall alien registration (Form 1.151 or Form 1-551) No. DO-aware • b. EXA non-abzen corporation organized and doing business under the laws of (state) for and said iscnn Inspection at 25nit ittfrcenty-tri 4hr PM sterti dirantnitg.hrtic°44te (2) Thal the aircraft is not registered under the laws of any foreign country: and (3) Thal legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: It executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE TITLE V P of Whole Aircraft §:fibs EACH PART OF THIS & Acquisitions of Flight Options, LLC TITLE acting as Attorney-In-RPM APPLICATION MUST for Air Ghislaine, Inc. 1-ict—ro RE SIGNED IN INK SIGNATURE TITLE DATE NOTE Pending rebel)), of the Certificate of Aircraft Registration. the aircraft may be operated for a period not in excess of 03 days. during which terns the PINK copy of Mkt application must be earned In the Wraith. AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00012443 EFTA00012444 FILED WITH FAA AIRCRAFT REGISTRATION BR 2010 JAN 19 PP1 1 53 OKLAHOMA CITY OKLAHOMA ATTACHMENT TO AIRCRAFT] R_EGISTReiTION APPLICATION Ottff64 -"qv Reg #: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) 12.50% of 100% Shown on Original form hereto 3.) 3.126% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.26% of 100% Shown on Original form hereto 9.) 3.126% of 100% Shown on Original form hereto 10.) 6.26% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 6.26% of 100% Shown on Original form hereto 13.) 3.126% of 100% Shown on Original form hereto 14.) 6.26% of 100% Shown on Original form hereto 16.) 6.25% of 100% Shown on Original form hereto 16.) 6.25% of 100% Shown on Original form hereto 17.) 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5.6,7,8,9,10,11,12,13,14,15,16 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #17 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application. (II) that all of the information set forth on the Application is true and cured as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012445 EFTA00012446 FILED WIT AIRCRAFT REG H FAA ISTRATION BR 2010 JfiN 19 PR 1 53 OKLAHOMA C ITY OKLAHOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001513367 TYPE OF REG CORR'D TO SHOW TYPE #9, NON-CITIZEN CORP CO-OWNERSHIP EFTA00012447 EFTA00012448 FORM APPROVED O OMB NO. 2120-0O42 UNITED STATES OF AMERICA 8 IL E. MUM OF TEMININIMON FEDERAL AMIN ADMIRATION 8 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 7 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: 0 UNITED STATES rP REGISTRATION NUMBER N 493LX ro a AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A 100191418128 AIRCRAFT SERIAL NO. 55.00 01/10/2010 RK-244 DOES THIS ICI TH DAY Oklail., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS O Do Not Write In ThisBlock IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL ($), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) PURCHASER III CORP. 6.25% OF 100% RICHMOND I IFIGHTS, 01I 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS (e{'" DAY OFjout ., 2010 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP ALL MUST SIGN. SELLER FLIGHT OPTIONS, LLC V P OF WHOLE AIRCRAFT SALES & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012449 EFTA00012450 FIL AIRCRA ED WITH FAA FT RE G IS . TRATIO N BR 2010 JA N 1 9 P 11 1 5 OKLAH 3 OMA C OKLAH ITY OMA FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. OffolUITMENI Of IMIIWIRTMUMROM AVIATION ADM IN AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION _NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS ICI 114 DAY OFjaA., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do NotFAAWrite In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) tZ tit cn Q ADVANCE BEVERAGE COMPANY INC. 6.25% OF 100% r O ce RICHMOND HEIGHTS, OH 44143 m a. DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS N T" DAY OFjak ., 2010 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO.OWNERSHIP. ALL MUST SIGN re w FLIGHT OPTIONS, LLC V P OF WHOLE _i w AIRCRAFT SALES co & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012451 EFTA00012452 FILED WITH FAA AIRCRAFT REGISTRA TION 8R 2010 JRN 19 P11 1 53 OKLAHOMA CITY OKLAHOMA FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FrOCIRAL AVUMOld Antinentanossisice lisOssiolarf Alea094AAMCAL anti AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER 111 4911 X AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Ccsrpany 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) • O I. Individual O 2. Partnership 0 3. Corporation 5i) 4. Co-owner O 5. Govt. O S. ?*Dn'atizell NAME OF APPLICANT (Person(s) shown on evidence of ownership. It IndIvIclual, give lent name. Snit nerve, and middle initial.) 1.) Air Ghislaine, Inc. 6.25% of 100% c See Attachment 0tAceel )R--c2-/---Oq) TELEPHONE NUMBER: ( ) ADDRESS (Permanent malting address for first applicant listed.)01P.O. BOX Is used, physical address must also be shown.) c/o: Fli ht 0 tions LLC Number and street: Rural Route P.O. 003. CITY STATE ZIP CODE Ric ur ncl Heights OH 44143 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this appliCatiOn may be grounds tor punishmenl by fine and i or imprisonment (U.S. Code. TItl 18. Sec. 1001). CERTIFICATION II" VVVE CERTIFY: (1) That the above aircraft IS Owned by the undersigned applicant. wno s a citizen One-ILO:HIV Corporations) of the United States. (For voting trust give name of trustee. I. of CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1-151 or Form 1-551) No. _ b. gat A non-citzen corporation organized and doing business under me laws of (state) Delaware er rnnd pection saidalatrant28 ratreaHEM X P0gifOrtM. strreltiMitiVer h°1N -1" 4411 2 Ar e for • s (2) That the aircraft is not registered under the taws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration orship all applicants must sign. Use reverse side if necessary. TYPE .NATURE Tna V P of Sales & Marketin,VrE .f Flight Options, LIC (57-0)/ -o9 a z TITLE acting as Attorney-In-Fftet I for Air Ghislaine, Inc. 1§1 TITLE DATE i NOTE Pending receipt of the Certificate of Aircraft Registration. the aircraft may be operated faineance not in excess of 90 days. during which time the PINK copy of this application mufti be canned in the aircraft. AC Fain 8050-1 (5/03) (0052-00-828-9007) EFTA00012453 EFTA00012454 WITH FAA :i/RCRAFt:RE GII6TAATI0N BR 1009 DEC 21 • • . ...tr. r : •O1 O:AHomA CITY OKLAHOMA ATTACHMENT TO AIRCRAFT REGI§TRATION APPLICATION attl-ca Ig-(91-1,7 Reg #: N493LX Model: Raytheon Aircraft Company 400A Sthl#: RK-244 Owning an undivided Name of Applicant: interest of: Address: 1.) 2,) 12.60% of 100% Shown on Original form hereto 3.) 3.126% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 6.) 6.26% of 100% Shown on Original form hereto 7.) 3.126% of 100% Shown on Original form hereto 8.) 6.26% of 100% Shown on Original form hereto 9.) 3.125% of 100% Shown on Original form hereto 10.) 6.26% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Origlnal form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 3.125% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 18.75% of 100% Shown on Original form hereto 16.) Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10,11,12,13,14 IN-02/-0`1 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #15 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application". (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an odginal, but all such counterparts shall together constitute but one and the same application. EFTA00012455 EFTA00012456 FILED WITH FAA AIRCRAFT REGISTRATION BR 2009 DEC 21 Rh 10 29 OKLAHOMA CITY OKLAHOMA FORM APPROVED O OMB NO. 2120-0042 O UNITED STATES OF AMERICA IL I ffilARIMENT OFINUISPINTAIIIN IBIHAL MARIN ADIMAIRMION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 3 UNDERSIGNED OWNER(S) OF THE FULL LEGAL 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CO CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION Sa NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL C- to RAYTHEON AIRCRAFT COMPANY 400A 0 AIRCRAFT SERIAL NO. RK-244 O a DOES THIS I5'rDAY OF DEC., 2009 0 0 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY yT NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER MARM PARTNERS LLC 6.25% OF 100% RICHMOND I-IEIGHTS, O11 44143 093551017119 $5.00 12/21/2009 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS,c3lbuDAY OF DEC., 2009 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) SELLER FLIGHT OPTIONS, LLC V P OF WHOLE AIRCRAFT SALES & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012457 EFTA00012458 FILED WIT AIR C R A F H FA T REGISTRATA, ION BR 2 0 0 9 D E C 2 1 Rif 10 29 OKLAHO MA C OKLAHO ITY MA FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA O U. S. &PARHAM IF IRAISPIRIARINI FEDERAL AMON ADMINISTRAHON °m AIRCRAFT BILL OF SALE 8 o FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL < AND BENEFICIAL TITLE OF THE AIRCRAFT DES- <0 0 3 CRIBED AS FOLLOWS: . 0 0 UNITED STATES 0 REGISTRATION NUMBER N493LX a0, AIRCRAFT MANUFACTURER & MODEL a 0 RAYTHEON AIRCRAFT COMPANY 400A 2. AIRCRAFT SERIAL NO. :.: N RK-244 O DOES THIS 6TH DAY OF NOV., 2009 6 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Naterite In is Wad( > IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY ? -n NAME AND ADDRESS 32>, (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) re tu co FLIGHT OPTIONS LLC 6.25% OF 100% att I (-) re RICHMOND HTS., OH 44143 m ca. DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6TH OF NOV., 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) •-OWNERSHIP ALL MUST SIGN. SELLER MOUNTVILLE MILLS, V P OF WHOLE AIRCRAFT INC. SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR MOUNTVILLE MILLS, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA _ •. AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedek Previdus Edition EFTA00012459 EFTA00012460 AI RC R FILED AFT R WITH FAA EGI ST R AT I ON 2009 DE C B R 21 AM OKLA 1 0 29 HOM OKLA A CITY HOM A FORM APPROVED OMB NO. 2120-0002 UNITED STATES OF AMERICA O O ll,& IDARIIIBITIf IRMAIIIIITATIGN REAL MUNN AIIIICIUMIll AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- 3 CRIBED AS FOLLOWS: . 0 UNITED STATES a) REGISTRATION o NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A S O AIRCRAFT SERIAL NO. N RK-244 O a DOES THIS 20TH DAY OF JULY, 2009 O HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In The. Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC 3.125% OF 100% RICHMOND FITS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 20TH OF JULY, 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SELLER SIGN. V P OF WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR DANIEL O. CONWILL, IV ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) . . .. • 1 - ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012461 EFTA00012462 AIR FILED C RAFT RE WITH FAA GIS T 2 RA TION 009 DE C BR 2 1 Af9 OKLA 1 0 29 HOM OKLA A CITY HOM A FORM APPROVED OMB NO. 212O.0042 UNITED STATES OF AMERICA O lit reAMMENTIf TRANSPMTAlla BERM AVUMIN ADIMMIIMMI a AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES 0 REGISTRATION NUMBER N493LX a0 : a I AIRCRAFT MANUFACTURER & MODEL L RAYTHEON AIRCRAFT COMPANY 400A 0 AIRCRAFT SERIAL NO. to RK-244 O DOES THIS 7" DAY OF JULY, 2009 E; HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do NotFAAWrite In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS LLC 9.375% OF 100% RICHMOND FITS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 7TH OF JULY, 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO.OWNERSHIP, ALL MUST SELLER PARKS AVIATION, LLC V P OF WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR PARKS AVIATION, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012463 EFTA00012464 FILED WIT AIRC R H FAA A F T RE GISTRATIO N BR 2009 DEC 21 RP] 10 29 OKLAHOM A CIT OKLAHOM Y A FORM APPROVED OMB No. 2120-0942 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION INDIMAL AVIATION AINAINISTRATIONCE NONNONEIr AFACINAUTICAL COMM AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE -c UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER 8 N 493LX MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. CT RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one Sax) 0 D 0 1. Individual 0 2. Partnership 0 3. Corporation ) 4. Co-owner 0 5. Gov't 0 8. 4°'' itzi'n on D NAME OF APPLICANT (Person(s) shown on evidence of ownership. It individual, give last name, first name, and naddte initial.) • 1.) Air Ghislaine, Inc. 6.25% of 100% (:See Attachment cfa,tc/4 Ii1141 1C)c‘ ) TELEPHONE NUMBER: ( ) ADDRESiS (Permanent mal for hen ppplicam ne w P.O. BOX Is used. physical address must also be shown.) C/O: 1 t 'bons LLI Number end street: Rural Route: P.O. Sox: CITY STATE ZIP CODE Richmond Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds tor punishment by fine and / or imprisonment (U.S. Code, Title MI Sec. 1001). CERTIFICATION III tANE CERTIFY: (1) That the above aircraft is owned by the undersigned appliCara. whO ea.:Mien (including corporations) of the United Slates. (For voting trust. give name of trustee: ) or' CHECK ONE AS APPROPRIATE: a. 0 A resident sten, with alien registration (Form 1.151 or Form 1.551) No b. ;CA non-citizen corporation organized and doing business under the laws al (stele) DelaMere y and said itarcr rnaiily.yead iint , 2ga teci Spas fi . jlisiht hoon al 4 y*Ible for — inspection at -11 i L.Lr"155"-JAW -1 gl II l 'a ' * (2) That the aircraft is not registered under the laws of any foreign Gauntry; and (3) That legal evidence of ownership is attaCher, or has been filed with the Federal Aviation Administration. r nership all applicants must sign. Use reverse side it necessary. TYP IGNATURE TITLE V P of Sales & Ntarketi mIME EACH PART OF THIS of Flight Options, LLC A"s ' I ‘4101 TITLEacting as Attorney in-FlaweE APPLICATION MUST for Air Ghislaine, Inc. BE SIGNED IN INK. TITLE GATE NOTE Pending receipt of tho Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (5/03) (0052-00428-9007) • • .. . ... EFTA00012465 EFTA00012466 PILED WITH FA A 4t.IFICR.AF.T RE GIST RA TI ON BR • - . g009, JUL 16 63 OKLAHOMA CITY OK L AllOMA ATTACHMENT TO AIRCRAFTcriarTION APPLICATION 14•1141b9 Reg #: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) 12.50% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 3.125% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 9.375% of 100% Shown on Original form hereto 15.) 6.25% of 100% Shown on Original form hereto 16 ) 6.25% of 100% Shown on Original form hereto Title: Date: V P of Sales & Marketing of Flight Options, LLC Acting as Attorney-in-Fact for #2.3.4.5,6,7,8.9,10.11,12.13.14,15 V P of Sales & Marketing of Flight Options, LLC for #16 By signing above, the applicant agrees and stipulates (I) to the 11311115, conditions and certification of the AC Form 8050.1 Aircraft Registration Application, to which this page is attached (the "Application". (II) that all of the information set forth on the Application is true and cuffed as of this dale. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012467 EFTA00012468 FILED WITH FAA , AIRCRAFT RE GISTRATION BR 2009 JUL 16 I Pp 53 OKLAHOMA CITY OKLAHOMA. FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA IL S. MPAARAENE Of ftWaVOTAIIINDIAL AVIAMIN AOMMXTRAIION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION N493LX NUMBER AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company, model 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 14 TH DAY OF 3%4\1 ., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Brock IN AND TO A 6.25% of SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) FN. ht O • tions LLC PURCHASER Cleveland, OH 44143 6.25% OF 100% 091971356165 $5.00 07/18/2009 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THISH 7H DAY OF94, 2009. NAME (S) OF SELLER SIGNATURE (S) TrfLff (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO.O ERSHIP ALL MUST SIGN. Bank of America, N. A., as SELLER Vice President Administrative Agent ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012469 EFTA00012470 FILED WITH FAA AIRCRAFT REGISTRATION OR 2009 JUL 16 t 53 OKLAHOMA CITY OKLAHOMA. CO O AGENCY DISPLAY OF ESTIMATED BURDEN O The Federal Aviation Adminisintion estimates that the average bunks for this 'seri b.5 hour per response. You may submit any comments concerning the O accuracy of this burden estimate or any suggestions for resin( o the Office of Managernent and Budget(:3MB). You may alsosaid COMMtilb Co the Federal Minion Administration, Civil Aviation Registry. Oklahoma City, OK 73125-0504, Attention: OMB number 2120-00/2 0 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION Aircraft Registration Branch Oklahoma City, OK 73125-0504 a CERTIFICATE OF REPOSSESSION OF ENCUMBERED AIRCRAFT (Fractional Interest) a > Aircraft Manufacturer and Model Raytheon Aircraft Company. 400A Aircraft serial number RK-244 FAA registration number N793TA AAI:\ Samair. Inc. ("Debtor) entered into a Promissory Note ("Note"), dated January 14, 2002, in favor of RACC. in connection with the financing of the acquisition of a 6.25% fractional interest in the following: that certain Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N493LX (formerly N793TA), and two (2) Pratt & Whitney Canada model JTI5D-5 (described as PRATT & WHITNEY CANADA model JTISD SERIES on the International Registry drop down menu) aircraft engines (which engines have 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer's serial number PCE-JA0256 and PCE-JA0257 (described as JA0256 and JA0257 on the International Registry drop down menu) (collectively the "Interest'). Debtor executed that certain Security Agreement (as assigned and set forth below, the "Security Agreement"), dated January 14, 2002 covering the Interest, in favor of RACC to secure payment of the indebtedness of the Note, assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated January 15, 2002, and further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated January 15, 2002, collectively recorded by the Federal Aviation Administration on March 6, 2002 as Conveyance No. SI 18267. Pursuant to FAA Assignment dated September 22, 2003, the Security Agreement was assigned by Bank of America, N.A., as administrative agent under the Fourth Amended and Restated Purchase and Sale Agreement to RARC, further assigned to General Aviation Receivables Corporation ("GARC"), and further assigned to Bank of America. N.A., as administrative agent (the "Agent") under the Fifth Amended and Restated Purchase and Sale Agreement, dated as of September I, 2003, recorded by the FAA on September 29, 2003, as Conveyance No. R062972. On or about May 21, 2009, Debtor breached its obligations under the Note and Security Agreement, as assigned. On or about June 15, 2009, Agent foreclosed on the security interest granted by the Security Agreement and repossessed the Interest in accordance with applicable laws. Agent has performed all obligations imposed on the secured party under the Security Agreement and applicable local laws. The undersigned certifies that, in accordance with the terms of said Security Agreement, and pursuant to the pertinent laws of the State of Kansas, Agent divested the Debtor, and any and all persons claiming by, through or under Debtor, of any and all title they had or may have had in the Interest and that Agent now owns the Interest. NOTE: If the agreement involved was not recorded Bank of America N. A. as Administrafy with the Aircraft Registration Branch, the original or certified we copy should accompany this cenilicate of repossession. 091971356165 $15.00 07/16/2009 EFTA00012471 EFTA00012472 FILED WITH A MA GA AFT REGISTRFA ATION BR 2909 JUL 16 I PR I 52 OKLAHOMA CITY OKLAHOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001149633 SEE REC CONV # 5118267, C018, PG 1, ET Al EFTA00012473 EFTA00012474 L co O O O LOAN 0 7 (For use on deals drawn under the September 1, 2003, Agreement) FAA RELEASE Raytheon Aircraft Company Model 400A 0 Manufacturer's Serial No. RK-244 Registration No._ wax a Engine Make and Model Pratt & Whi tney Canada JT15D Engine Serial Nos. pc_ jaus6 8, pc JA0257 Propeller Make and Model N/A O Propeller Serial Nos. N/A to The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured N LJ Party under the Security Agreement dated January 14 , 2002 , with t as Debtor, recorded by the K Samair, Inc. Federal m Aviation Administration on taareh r 7nn7, , as Conveyance No. S118267* , which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of septerohen 27 7003 , recorded by the FAA on September 29, 200% as Conveyance No. en69o72 , hereby releases all of its interest in the collateral covered by said Security Agreement. Dated this 14 day of Jun y , 7009 *and assigned by Raytheon Aircraft Credit BANK OF AMERICA, NATIONAL ASSOCIATION Corporation to Raytheon Aircraft ReceivablesAs A Corporation by FAA Assignment dated 1/14/02, further assigned to Bank of America , National Association as Adminstrative By: Agent, collectively recorded by the FAA on resident 3/6/2002 as Conveyance No. 5118267." ,. " pie ancersigncd ariiiiorsie•reby ieleaSe all of their interest, if any, iii the collateral covered by the Security Agreement described above. Dated this vi day of July , 2009 . Raytheon Aircraft Raytheon Aircraft Re Cre • By: By: Title: Vice President - Title: vire President - Title: vire President - General Counsel General Counsel General Counsel This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. and CerWea rgalmsession filed litto101 by Bank of America, N.A. As Admin. EFTA00012475 EFTA00012476 ITH FAAN BR EGISTRATIO FILED RW . AIRCRAFT ‘f54 2009 JUL 16 I PM A CITY OKLAHOMO A, OKLAH M DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001149632 ORIG RETD TO IATS SEE REC CONV # 5118267, C018, PG 1, ET AL EFTA00012477 EFTA00012478 FORM APPROVED OUR No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION O FEcertAL AVUMON AISNIINISTRATIONiliall NOSITIONEV AERONAUTICAL Cann AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE 0 UNITED STATES REGISTRATION NUMBER I AIRCRAFT MANUFACTURER 8 4 493LX a. L Raytheon Aircraft ny 400A ci AIRCRAFT SERIAL No. cu RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) 4. Co-owner O 5. Govt. O 8. "cncittzen 0 O 1. IndIVIdUal O 2. Partnership O 3. Corporation )0 0 (0 NAME OF APPLICANT (Person(s) shown on evidence of ownership. If hxliviclual, give last name, first name, and middle initial.) 1.) Air Ghislaine, Inc. 6.25% of 100% C • See Attachment ci to ed 5 - & --cA TELEPHONE NUMBER: ( I ADDRESS (Permanent regaling-pa& .,_ first. applicant ttcl.) (If P.O. BOX Is used. physical address must also be shown.) CEO: I' I 1 • ii • VI ens and fl eet' Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question In this application may be grounds for. punishment by fine and / or impnsonment (U.S. Code, Title 18, Sec. 1001). CERTIFICATION • CERTIFY, (1) That the above aircraft Is owned oy the undersigned applicant, who is a citizen (including corporations) of the United States (For voting Oust. give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a. O A resident alien. with alien registration (Form 1-151 or Form 1-551) No b. EI A non-citizen corporation organized and doing business under the taws of (state) Delaware and said aircr40... and,primarily .use ps. ReciM or flight hoc ] raruMble for inspection at _zbl.w. L.trviss-tor Hts., (2) That the aircraft Is not registered under the laws of any foreign country: and (3) Thal legal evidence of ownership is attached or has been flied with the Federal Aviation AdmarWsgrabon. NOTE: If executed for co-ownership all applicants must sign. Use reverse side it necessary. TY - IGNATURE Executive Vice Preside`1t1TE TITLE .ti of Flight Options, LLC 5-to-oq t a TITLE acting as Attorney-In-Fgef i - for Air Ghislaine, Inc. ., ; SIGNATURE TITLE i GATE NOTE Pending receipt of the CORMS/de of AirCrefl Registration, the aircraft may be operated for a period not in excess of 90 delft during whiCII time the PINK copy of this application must be *Carded In the aircraft. AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00012479 EFTA00012480 FILED iiITH.FAA AIRCRAFT REGISTRATION 2009 FM 6 P1l 1 41 OKLAHOMA CITY OKLAHOMA ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION etakd 61.0 - 09 Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: interest of: Address: 1.) 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 3.126% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 6.26% of 100% Shown on Original form hereto 10.) 3.125% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.26% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 9.375% of 100% Shown on Original form hereto 16.) 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Executive Vice President of Flight Options. LLC Acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10.11,12,13,14.15.16 5-1O `DPI By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification or the AC Form 8050.1 Aircraft Registration Application, to which this page Is attached (the 'Appacation"), (II) that all of the information set forth on the Application is true and curved as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012481 EFTA00012482 FILED Y AIRC R A iITH FA F T R f.CISTRA A NB TIO 2009 M Y 6 Ng 1 OKLAHO 41 • MA OKLAHO CITY MA FORM APPROVED S OMB NO. 2120-0042 O UNITED STATES OF AMERICA 0 IL I WARM!IF TRANSVIIRTADON MENAI AVIATION ADMINISINATION 0 AIRCRAFT BILL OF SALE (.4 O FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DES- 3 CRIBED AS FOLLOWS: 0 . UNITED STATES REGISTRATION 0 NUMBER N 493LX a0 a AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. a RK-244 0 DOES THIS (O1H DAY OF MAY, 2009 OO HEREBY SELL, GRANT, TRANSFER AND 0 DELIVER ALL RIGHTS, TITLE, AND INTERESTS 0 Do Not Write In This Blonk IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) PURCHASER DANIEL 0. CONWILL, IV 6.25% OF 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS (, DAY OF MAY, 2009. NAME (S) OF SELLER SIGNATURES TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) SELLER FLIGHT OPTIONS, LLC EXECUTIVE VICE PRESIDENT ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING. HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 091281339024 $5.00 05/06/2009 EFTA00012483 EFTA00012484 FILED W AIRCRAFT RE ITH FAA GISTRATION BR 2009 tiffil 6 PM 1 41 oKLAH;_mA CITY OKLAHOMA U.S. Department Flight Standards Service of Transportation Aircraft Registration Branch, Oklahoma City, Oklahoma 71125-0501 AFS•760 Federal Aviation Toll Free: WEB Address: Administration Date of Issue: May 4, 2009 AIR GHISLAINE INC SOUTHEASTERN MILLS INC ET-AL CIO FLIGHT OPTIONS INC RICHMOND HEIGHTS, OH 44143-1453 HAND DELIVERED TO IATS IN THE PD ROOM 1092291 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jun 03, 2009. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. IMM for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS:750-FAX4 (10/05) EFTA00012485 EFTA00012486 A parki tabvls Insured Aircraft Tit e Service, Inc. a a a T S A 0 Federal Aviation Administration Date: 5-4-cA Aircraft Registry Gentlemen: Please issue a duplicate certificate on the aircraft herein described: N 405 LX " Certificate has been lost in mail Make ayi friforart CO or Model LIMA * Customer has misplaced the certificate S/N RK.Ai t't to the present registered owner: Plighf Option& LLC ****Please issue a Flying Time Wire for this aircraft to Insured Aircraft Title Service, In in the Public Documents room. Thank You, 091241402488 $2.00 05/04/2008 By: pea I D°cunlen .1" Registration to Return Certificate of lie Return Certificate A:T.S 1.4.T.S EFTA00012487 EFTA00012488 FILED MTH FAA AIRCRAFT REGISTRATION BR an ruiv 9 NI 1 42 ;OKLAHOMA CITY OKLAHOMA Ely) FORM APPROVED 00.18 No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION O FEDIERAL AVIATION AhleleeTnaTKeelliket tiONRONEV AenONALMCAL COMM AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE • 0 UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER 8 MODEL N 493LX a. a Raytheon Aircraft Carpany 400A AIRCRAFT SERIAL No. O RK-244 FOR FAA USE ONLY O TYPE OF REGISTRATION (Check one box) O 1. Individual O 2. Partnership O 3. Corporation gl 4. Co-owner O 5. Gov't. 0 8. N°1" Citizen O O NAME OF APPLICANT (Person(s) Shawn on evidence on ownership if individual, give tast name. first name. and middle Initial.) 1.) Air Ghislaine, Inc. 6.25% of 100% (See Attachment Cia4-ed Cj --i-oq) TELEPHONE NUMBER: ( ) ADDRESS (ereeront mallingvadcfrass for first applicant aped.) (II P 0. BOX Is used. physical address must also be shown.) lie t actions LLC Number and street Rural Routs. P.O. Ow: CITY STATE ZIP CODE Richmond Heights OH 44143 o CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any Question In this application may be grounds for punishment by fine and i or imprisonment (U.S. Code. Title 18. Sec 1001). CERTIFICATION E CERTIFY: (1) That the above Sian is owned by the undersigned applicant. who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a. 0 A resident alien. with alien registration (F-on, 1-151 or Form 1.551) No b. IC) A non-citizen ration • ed and business undert the laws of (slate) DFlaware and Said inspection at S IttclibMil-PM .715i4"44141° Kw (2) That the aircraft Is not registered under the taws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side it necessary. TYP; C NATURE TITLEExecutive Vice Presid TE 4 of Flight Options, LLC .4C-1 - 0, 3 TITLE acting as-Attorney-In-Faectx k - .for Air Ghislaine, Inc. TITLE DATE g NOTE Pending receipt of the Certificate of Aircraft Registration, the naafi may tan operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Font' 8050-1 (5/03) (0052-00-628-9007) • EFTA00012489 EFTA00012490 FILED ii;TH FAA ATICN BR AIRCRAFT Rrir.:ISTR 2009 NAY 1 PV1 1 48 OKLAI-I,MA CITY OKLAHOMA • • ATTACHMENT TO AIRCRAFT REGISJRATION APPLICATION ofilk .0 :- PO/ Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) 12.60% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 3.126% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10.) 3.126% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 9.375% of 100% Shown on Original form hereto 16.) 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Executive Vice President of Flight Options. LLC Acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10,11,12,13,14,15 Executive Vice President of Flight Options. LLC for #16 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application"), (II) that all of the information set forth on the Application is true and cuffed as:Ofthis date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shag be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012491 EFTA00012492 FILED MTH FAA AIRCRAFT r.CISTRATION BR 2009 FIN 1 Prl 1 48 OKLAHOMA CITY OKLAHOMA FORM APPROVED 0 MB NO. 1 O UNITED STATES OF AMERICA U.I. DEPARION1OF INANSPOTATION BERM. AMA= AMMONIA= (!. AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DES- 3 CRIBED AS FOLLOWS: 0 UNITED STATES 0 REGISTRATION _NUMBER N 493LX a0 a AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. 0 RK-244 O DOES THIS /Sr DAY 2009 HEREBY SELL, GRANT, TRANSFER AND OFvAtii ., o co O DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Mock IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) PURCHASER AIR GHISLAINE INC. 6.25% OF 100% RICHMOND HEIGHTS, OH 44143 L DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS I 5IDAY OF NI., 2009 NAME (S) OF SELLER TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) SELLER FLIGHT OPTIONS, LLC EXECUTIVE VICE PRESIDENT ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING. HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 091211427538 $5.00 05/01/2009 G94244,4937488- NO4/2999-. EFTA00012493 EFTA00012494 FILED wa AIRCRAFT Re., ll FAA ;ISTRATION O R 2N9 MY 1 PM 1 tie OKLAHOMA C ITY OKLAHOMA FORM APPROVED OMB No. 21200042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FIRCEPIAL AVIATION ADNININTITATION.AUKS INNINIONEI AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER I li 4911 X AIRCRAFT MANUFACTURER It MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chace one boa) O I. Individual O 2. Partnership O 3. Corporation ig i e. Co-owner O 5. Govt. 0 8. tizen Nc4"-Ciauon NAME OF APPLICANT (Person(s) shown on evidence of ownership. II Individual, give last name, first name. and middle initial.) III, 15.) Flight Options, LLC 12.50% of 100% C _See Attachment (Atka 4...-7__04:) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first adolicant lisled.)(tf P.O. BOX S used. physical address must also be shown.) Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENT1ONI Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any Question In this application may be grounds for punishment by fine and / or Imprisonment (U.S. Code. TIM IS. Sec. 1001). E CERTIFY: CERTIFICATION (1) That the above aircraft is owned by the undersigned applicant. who is a citizen (Inducting corPoraftons) of the United States. (For voting trust, give name of trustee: ) Or: CHECK ONE AS APPROPRIATE: a. 0 A resident alien with alien registration (Form 1-151 or Form 1-551) No. A non-citizen corporation organized and doing business under the taws of (state) b. 0 and said aircraft is based and primarily used in the United Stales. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the LAWS of any foreign country: and (3) That legal evidence of ownership is 6110CROO or has been Ned with the Federal Aviation Administration. NOTE: It executed for co-ownership all applicants must sign. Use reverse side it necessary. TYPE IGINAT1JRE TITLE DATE Executive Vice President EACH PART OF THIS of Fli ht tions, LLC TITLE 4 -7-rD9 DATE APPUCATCH MUST 8E SIGNED IN INK TITLE DATE NOTE Pending receipt 01 the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be canted in the aircraft. AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00012495 EFTA00012496 FAA FILEU Ai:1H ATION -1:ISTR AtfICRAFT P19 1 50 2Q09 RPR 7 CIT Y' OKLAii.•IY1A OKLAttOMA ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION laded ci...7.Oey Reg #: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.25% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 3.126% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 6.26% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 9.376% of 100% Shown on Original form hereto 15.) 16.) Signatures: Title: Date: Executive Vice President of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4,5,6,7,8,9,10,11,12,13,14 E4-7-oci By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and curved as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012497 EFTA00012498 FILE.' 'IN FAA is‘,4;;;;;: NI APR 7 Pf7 1 50 OKLAH• 9!A CITY OKLP "DMA FORM APPROVED O OMB NO 2120-0042 O O UNITED STATES OF AMERICA U. S. MAWR OF INAMORATA= BERAI. AVIATION AMIMMAHON ts) AIRCRAFT BILL OF SALE O FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 3 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- 3 CRIBED AS FOLLOWS: 0 UNITED STATES 0 0 REGISTRATION 0 NUMBER N 493LX 0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A .71 AIRCRAFT SERIAL NO. tr O RK-244 O DOES THIS 1 TH DAY OF April ., 2009 O HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY r D NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER PARKS AVIATION LLC 9.375% OF 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1 IN DAY OF g ni., 2009. NAME (S) OF SELLER TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) SELLER FLIGHT OPTIONS, LLC EXECUTIVE VICE PRESIDENT ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 090971402484 55.00 04/07/2009 EFTA00012499 EFTA00012500 FILE!! A;Tti FAA AIRCRAFT Rr.'.:ISTRATION BR 2009 APR 7 PM 1 50 OKLAN• MA CITY OKLAHOMA 1ECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION sINUM: 493LX KIX R.V, AVIATION ADMINISTRATION SERIAL NUM: RK-244 CROSS-REFERENCE-RECORDATION MIT: RAYTHEON AIRCRAFT COMPANY NIODEL: 400A AIR CARRIER: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT MORTGAGE AND SECURITY AGREEMENT 3/20/09 FROM DOCUMENT NO. FLIGHT OPTIONS LLC LA001848 TO OR ASSIGNED TO DATE RECORDED FO FINANCING LLC APR 01, 2009 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: I Total Props: I I Total Spare Parts. N493I,X P&W C JTI5D-5 PCE-JA0257 P&W C JT I5D-5 PCE-JA0256 tFS-750-23R (MOS) EFTA00012501 EFTA00012502 r O 0 A CERTiFIED COPY O TO BE RECORDED BY FAA 0 '< 0 0 a a 15 O O O O AIRCRAFT MORTGAGE AND SECURITY AGREEMENT to dated as of 3 March aO, 2009 made by FLIGHT OPTIONS, LLC 090791515147 $15.00 03/20/2009 in favor of FO FINANCING, LLC as Mortgagee I hereby certify that I have compared this document with the ori final and it is 3 true and correct co v thereof. CHI99 5086130-S.066497.0072 EFTA00012503 EFTA00012504 FILED MTH FAA AIRCRAFT (1'.`.;ISTRATION 8R 2009 NH 20 FPI 2 03 OKLAW.MA CITY OKLAHOMA TABLE OF CONTENTS SECTION I CERTAIN DEFINITIONS I 1.1 Definitions 1 SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 8 4.8 Inspection 8 4.9 Reserved 8 4.10 Citizenship 9 4.11 Event of Loss with Respect to an Engine 9 4.12 Further Assurances 9 4.13 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.3 Sale and Suits for Enforcement 11 6.4 Waiver of Appraisement, etc 12 6.5 Remedies Cumulative 12 6.6 Application of Proceeds 12 6.7 Delay or Omission; Possession of Loan Certificates 12 6.8 Mortgagee's Right to Perform for the Grantor 12 CHI99 5086130-5.066497.0072 EFTA00012505 EFTA00012506 6.9 Deregistration 12 6.10 Speedy Relief Remedies 13 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 13 7.2 Indemnification 13 7.3 Reserved 14 7.4 Notices 14 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage 14 7.6 Governing Law 14 7.7 Severability 15 EXHIBIT Exhibit A Credit and Security Agreement SCHEDULE Schedule 1 Description of Aircraft and Engines C11199 5086130-5.06649713072 EFTA00012507 EFTA00012508 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of March ao 2009 (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited liability com an the "Grantor"), with its chief executive office and principal place of business at Cleveland, Ohio 44143, in favor of FO FINANCING, LLC, a Delaware limited liability company, as Lender under the Credit and Security Agreement defined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are parties to that certain Amended and Restated Credit and Security Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Credit and Security Agreement"), pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the tents and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Credit and Security Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Credit and Security Agreement, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the respective meanings ascribed to them in the Credit and Security Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following defined meanings (and shall be applicable to both the singular and the plural forms of such terms): "A..4": the Transportation Act, 49 U.S.C. §§40101, et. seq., as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft": collectively, each Airframe, together with the Engines installed thereon as of the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute Engines may from time to time be installed on such Airframe, to the extent of the Grantor's ownership interest therein. "Aircraft Protocol": the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may be amended or modified from time to time. "Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines or engines from time to time installed thereon, either originally mortgaged hereunder and CHI99 5086130-5.066497.0072 EFTA00012509 EFTA00012510 described in Schedule I hereto, together with any and all Parts which are either incorporated or installed in or attached to such airframe or required to be subject to the lien and security interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest therein. "Cape Town Convention": collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Carrier": any corporation (except the United States Government) domiciled in the United States of America and (i) holding a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 1110 of Title II of the United States Code or any analogous statute with respect to the Aircraft and/or (ii) having certified authority by the FAA to conduct scheduled air cargo transportation under Part 121 of the regulations promulgated under the Act. "Civil Aircraft Registry": the civil aircraft registry maintained by the FAA pursuant to the Act. "Convention": the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time. "Credit and Security Agreement": the term as defined in the above recitals of this Mortgage. "Engine": each aircraft engine described in Schedule I hereto, together with any and all Parts which are either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with respect to any property: (i) loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United -2- CHI99 5086130-5.066497.0072 EFTA00012511 EFTA00012512 States Government or any instrumentality or agency thereof for a period of less than 60 days; (iv) as a result of any rule, regulation, order or other action by the FAA or other governmental body having jurisdiction, the use of such property in the normal course of interstate air transportation shall have been prohibited for a period of six (6) consecutive months; or (v) the operation or location of such property, while under requisition for use by the United States Government, or any instrumentality or agency thereof, in any area excluded from coverage by any insurance policy in effect with respect to such property, if the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. "FAA": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Governmental Authority": any federal, state, local or foreign governmental or regulatory entity (or department, agency, authority or political subdivision thereof) or any other judicial, public or statutory instrumentality, commission, tribunal, board, court or bureau. "Indemnified Liabilities": those liabilities as defined in Section 7.2 hereof. "International Interest": such interest as ascribed thereto in the Cape Town Convention. "International Registry": the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures": the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations": the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Irrevocable De-Registration and Export Request Authorization" or "IDERA": such de- registration and authorization as provided under the Cape Town Convention and as provided in subsection 6.9 of this Mortgage. -3- CH199 5086130.5.066497.0072 EFTA00012513 EFTA00012514 "Lien": any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": such collateral as defined in Section 2 hereof. "Obligations": such term as defined in the Credit and Security Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and radar devices, cargo handling systems and loose equipment that are at such time incorporated or installed in or attached to any Airframe, Engine or Part, to the extent of the Grantor's ownership interest therein. "Permitted Liens": (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinary course of business securing sums not overdue; (b) Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP and which have no effect on the priority of Liens in favor of Mortgagee or the value of the assets in which Mortgagee has a Lien; (e) purchase money Liens securing purchase money indebtedness to the extent permitted under the Credit and Security Agreement and this Mortgage (and as such terms are defined in the Credit and Security Agreement); and (f) Liens specifically identified as Permitted Liens in the Credit and Security Agreement. "Proceeds": the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Credit and Security Agreement and whatever is receivable or received when any Airframe, Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe, Engine or Part. "Prospective International Interest": such interest ascribed thereto in the Cape Town Convention. "Replacement Engine" as defined in Section 4.11 hereof. -4- CHI99 5086130-5.066497.0072 EFTA00012515 EFTA00012516 "Tax" as defined in Section 4.3 hereto. "UCC" means the Uniform Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that the term "UCC" is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the Obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a first priority security interest, subject to no other Liens, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Mortgage Collateral"), and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Mortgage; (b) all logs, manuals, books, records (including, without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including, without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (c) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft, the Airframe and/or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including, but not limited to the insurance required hereunder, under the Credit and Security Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other loss of title to or the use or possession of the Aircraft or any part thereof; -5- CH199 5086130-5.060497.0072 EFTA00012517 EFTA00012518 (d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received as a result of, arising from, derived in connection with or otherwise relating to the Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received relating to or in connection with the sale, lease, hire, charter or other disposition of the Aircraft or any part thereof or the provision of services of any nature whatsoever utilizing the Aircraft or any part thereof; (e) all Proceeds of all or any of the foregoing whether cash or otherwise. SECTION 3 REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants that: (a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. Section 40102(aX15)(c), (ii) have good and marketable title to such Mortgage Collateral, free and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft, in accordance with the Act and shall have in full force and effect a certificate of airworthiness duly issued pursuant to said Act. (b) This Mortgage is in proper form to be duly filed for recordation in accordance with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected lien on and prior perfected security interest in such Mortgage Collateral, subject to no other Liens (except for Permitted Liens). (c) (i) No International Interest or Prospective International Interest (other than that of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii) Grantor shall not consent to the registration of any International Interest or Prospective International Interest with respect to the Aircraft (other than any such interest registered in favor of Mortgagee); and (iii) Grantor has not executed an IDERA with respect to the Aircraft in favor of any person (other than Mortgagee) which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to the registration of the Mortgagee's International Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there are no International Interests or Prospective International Interests against the Aircraft which are prior and superior to the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained, -6- CHI99 5086130-5.066497.0072 EFTA00012519 EFTA00012520 serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in respect of such Mortgage Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any material law, rule, regulation or order (as defined below) of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, except for any violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral arc operated or used under contract with the government of United States of America under which contract said government assumes liability for any other damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with respect to any of the Mortgage Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and by the Credit and Security Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing being here called a "Tax") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture, -7- C11199 5086130-5.0664970072 EFTA00012521 EFTA00012522 purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or other disposition of any Airframe, Engine or Part, or any rentals or other earnings payable therefor or arising therefrom or the income or other proceeds received with respect thereto, or (iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintained on its books adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Credit and Security Agreement, lease or otherwise in any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe or engine other than to an Airframe or Engine. 4.5 Insurance. (a) The Grantor at its own expense shall carry insurance with respect to the Mortgage Collateral as required pursuant to the terms and provisions of the Credit and Security Agreement, together with such endorsements in favor of the Mortgagee (or Lender) as are required by the Credit and Security Agreement. (b) Upon the occurrence and continuance of an Event of Default, all insurance payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) held and applied by the Mortgagee (or Lender) against the Obligations as provided under the Credit and Security Agreement, or be retained by the Grantor for application to the repair of damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in accordance with the terms of the Credit and Security Agreement. 4.6 Modification and Additions. The Grantor, at its expense, shall make such modifications in and additions to the Airframes and the Engines as may be required from time to time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In addition, so long as no Default or Event of Default shall have occurred and be continuing, the Grantor, at its expense, may from time to time make such modifications in and additions to any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto are in accordance with the terms of the Credit and Security Agreement. 4.7 Reserved. -8- CH199 5086130-5 066497 0072 EFTA00012523 EFTA00012524 4.8 Inspection. Subject to the provisions of Section 6.10 of the Credit and Security Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating thereto, at all such times during normal business hours as the Mortgagee may from time to time reasonably request; provided that so long as no Event of Default shall have occurred and is continuing such visits shall be limited to two (2) occasions per fiscal year. 4.9 Reserved. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15)(c). 4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe on which such Engine was originally installed, the Grantor shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage, in substitution for the Engine with respect to which such Event of Loss occurred, substitute another engine of the same manufacturer and model described on Schedule I attached hereto (or engine of the same manufacturer of an improved model and suitable for installation and use on an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacement Engine"), free and clear of all Liens and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred assuming such Engine was of the value and utility and in the condition and repair required by the terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense, shall (i) famish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii) cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and tiled for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of compliance with the insurance provisions of subsection 4.5 hereof with respect to such Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the Mortgagee may request in order to evidence the value, utility and operating condition of the Replacement Engine, the Grantor's title to the Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security interests created or intended to be created in favor of the Mortgagee hereunder and to comply -9- CH199 50861304.066497 0072 EFTA00012525 EFTA00012526 with the laws and regulations of the FAA and the requirements of the Cape Town Convention with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become located in or any other applicable law, including, without limitation, the execution, delivery and filing of UCC financing and continuation statements with respect to the security interests created hereby, regstration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to tile any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Credit and Security Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or under the Credit and Security Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Credit and Security Agreement. SECTION 6 EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. If an Event of Default under the Credit and Security Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein and to the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in any applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document. 6.2 Possession of Mortgage Collateral. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without notice, take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place - 10 - 01199 5086130-5.0464974072 EFTA00012527 EFTA00012528 or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to the entry of which the Grantor hereby specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and the Security Documents. Upon every such taking of possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may deem proper. 6.3 Sale and Suits for Enforcement. (a) If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including the Aircraft, may: (i) to the extent and in the manner permitted by law, sell at one or more sales, all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of any Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. CH 199 50861305.066597 0072 EFTA00012529 EFTA00012530 (c) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (a)(i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, such sale be made at the time and place to which the same shall have been so adjourned. (d) Upon the completion of any sale under paragraph (a)(i) above, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the same to be flown to such airports in the continental United States as the Mortgagee may specify), such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such Mortgage Collateral, the Mortgage shall have all of the rights granted by subsection 6.2 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its name and stead, to make all necessary conveyances of any Mortgage Collateral so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. 6.4 Waiver of Appraisement. etc. The Grantor agrees, to the fullest extent that it lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy herein conferred or now or hereafter existing in law. 6.6 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the Credit and Security Agreement. 6.7 Delay or Omission; Possession of Loan Certificates. (a) No delay or omission of the Mortgagee to exercise any right or remedy arising upon the happening of any Default or Event of Default shall impair any right or remedy or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents or by applicable law may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. (b) All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of the Notes or any other instrument or document evidencing any obligation or the production thereof in any proceeding. - 12 - CHI99 6086170-5.066497.0072 EFTA00012531 EFTA00012532 6.8 Mortgagee's Right to Perform for the Grantor. From and after the occurrence and continuance of an Event of Default, if the Grantor fails to perform or comply with any of its agreements contained herein, the Mortgagee may perform or comply with such agreement, and the amount of the reasonable out-of-pocket costs and expenses incurred in connection with the performance or compliance with such agreement (together with interest thereon at the Default Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the lien and security interest of this Mortgage. 6.9 Deregistration. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, procure the deregistration of the registration of the Aircraft and export the Aircraft to a jurisdiction of the Mortgagee's choice pursuant to the IDERA and as authorized by the Cape Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses incurred in taking any such action, including reasonable attorney fees; and all such expenses and fees shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute and deliver an IDERA to the Mortgagee to be tiled with the FAA. 6.10 Speedy Relief Remedies. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, pending final determination of its claim in any court proceeding, obtain speedy relief in the form of on order providing for (i) preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii) of this subsection 6.10, management of the Mortgage Collateral and the income therefrom, and (v) sale and application of proceeds therefrom. SECTION 7 MISCELLANEOUS PROVISIONS 7.1 Amendments, etc. No amendment or waiver of any provision of this Mortgage, nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Mortgage and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Mortgage and any such other documents, including, without limitation, the fees and disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation of - 13- O1199 5086130-5066797 0072 EFTA00012533 I EFTA00012534 any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Mortgage and any such other documents, and (d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Mortgage and any such other documents (all the foregoing, collectively, the "Indemnified Liabilities") provided that the Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection 7.2 shall survive termination of the Credit and Security Agreement and satisfaction of the Obligations thereunder. 7.3 Reserved. 7.4 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or four (4) business days after being deposited in the United States mail, certified or registered mail postage prepaid, or one (1) business day after being deposited with an overnight courier of national reputation, or upon receipt of confirmation of successful transmission with respect to any notice or communication sent via facsimile, to the addresses set forth in the Credit and Security Agreement. 7.5 Continuing Lien and Security Interest: Transfer; Release of Mortgage Collateral; Termination of Mortgage. (a) In addition to the other Security Documents, this Mortgage shall create a continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force and effect until payment and performance in full of all of the Obligations, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its successors, transferees and assigns. (b) Upon the indefeasible payment and performance in full of all of the Obligations, the lien and security interest granted hereby and in the Security Documents shall terminate. Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an appropriate instrument evidencing such termination of this Mortgage. 7.6 Governing Law. (a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY - I4 - CHI99 5016B0-5.066497.0072 EFTA00012535 EFTA00012536 CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND MORTGAGEE. ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. (c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. (d) THIS AGREEMENT SHALL BE DEEMED DELIVERED IN THE STATE OF NEW YORK FOR PURPOSES OF TITLE 49 U.S.C. § 44108 OF THE ACT. 7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage shall not affect the remaining provisions of this Mortgage should any one or more provisions of this Mortgage be held by any court of law to be invalid; nor should any such court holding operate to render this Mortgage invalid or to impair Mortgagee's lien and security interest in any of the Mortgage Collateral, as this Mortgage shall be construed as if such invalid provisions had not been contained herein. (Balance of Page Intentionally Left Blank. Signature Page Follows. - 15 - CHI99 S086130-5.066497.0072 EFTA00012537 EFTA00012538 IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC By Name Title: WilSat77STIMKTIWIlffs • FO FINANCING, LLC By Name: Title: Vice President CH199 50861304.066497.0072 EFTA00012539 EFTA00012540 IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC By Name: Title: FO FINANCING, LLC Byaain Title: Vice President CHI99 5086130-4.066497 0072 EFTA00012541 EFTA00012542 Exhibit A Credit and Security Agreement [Not included for purposes of confidentiality.] CHI99 5086130-5.066497.0072 EFTA00012543 EFTA00012544 Schedule 1 Aircraft: Airframe and Engines* Make / Model Reg. No. Serial No. Engine Make Engine Engine Serial Percent Model No. Owned'" RAYTHEON AIRCRAFT PRATT & WHITNEY COMPANY N493LX RK-244 JT15D-5 PCE-JA0257" 21.875% CANADA model 400A RAYTHEON AIRCRAFT PRATT & WHITNEY COMPANY N493LX RK-244 JT15D-5 PCE-JA0256" 21.875% CANADA model 400A *Each of which Engines is capable of 1750 lbs or more of thrust or has 550 or more rated takeoff horsepower or the equivalent thereof. **Described as model JTl5D SERIES with serial numbers JA0257 and JA0256 on the International Registry drop down menu. ***Aircraft used herein references Grantor's undivided 21.875% interest in the Aircraft and Engines. CHI99 4911636-2.066497.0063 EFTA00012545 EFTA00012546 FILED W•TH FAA AIRCRAFT Rr.;iSTRATiON BR 2110919011 20 P11 2 03 OKLAH:.44 CITY OKLAHOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000922866 Orig ret'd to M&T EFTA00012547 EFTA00012548 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION 0 PEOSPIAL avtanam stleatielrregnONall eacase0manr AERCINAUTICAl. CENTER CD AIRCRAFT REGISTRATION APPLICATION . CERT. ISSUE DATE CD UNITED STATES O. REGISTRATION NUMBER Ili 493LX AIRCRAFT MANUFACTURER & MOREL Ravthenn Aircraft Company 4 00A -n AIRri- SERIAL No. a, RK-244 FOR FAA USE ONLY 0 NJ TYPE OF REGISTRATION (Check one box) NJ 0 0 1. Individual 0 2. Partnership 0 3. Corporation lagi 4. Co-owner 0 5. Gov't. 0 0. aye 0 NAme OF APPLICANT (Person(s) shown on evidence of ownership. n individual. give last name, first name, and middle initial.) 14.) Flight Options LW 21.875% of 100% lill (See Attachment act,tt ci 1. —c2 -2-*-006 TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for t. leant hated.) (If P.O. BOX is used, physical address must also be shown.) F fi Number and greet Rural Route: P.O. Sox: CITY STATE ZIP CODE Ri chrnond Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This MUST be completed. portion A raise or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment (U.S. Code. Title 18. Sec. 100r). IIII NNE CERTIFY: CERTIFICATION (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting bust, gIve name of trustee: ) or: CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1.151 or Form 1.551) No A nOnalzen corporation organized aro doing business under the laws of (state) b. 0 and sag Sarah is based and primarily used in the United States. Records or flight hours are available.for Inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership Is attached or halt been tiled with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE SIGNATURE TITLE Executive Vice Presidenem gqi of Flight Options, LLC 1 —02 --01 Zs a TITLE DATE ill a SIGNATURE TITLE DATE g 114 NOTE Pending receipt of the Certificate of Aircraft Registration. the farerah may be operated for a period not In excess of 90 days. during which time the PINK copy of en aPOlicatiOn must be be Tented in lee tercet AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00012549 EFTA00012550 FILE!) ev;TH FAA AIRCRAFT P?, :ff::TR.crfiON 2009 JAN 28 Pill 1 iI9 OKLA:r . ,44 CITY • OK!_,; '0M4 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION /-,tvog domed Reg #: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.26% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.26% of 100% Shown on Original form hereto 9.) 3.126% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 15.) 16.) Signatures: Title: Date: Executive Vice President of Flight Options: LLC Acting as Attorney-in-Fact for #1.2,3:4,5:6,7,8,9,10:11,12:13 1-01E-07 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and correct as of this date, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012551 .4/1 rf 1110 triv 66 lild de Noll frei.1Str; 92 Nee "vi 80111 .1..1111144' 0S71.1 EFTA00012552 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA IL S. MOM If lIANDPIDITATIIII FEDERAL AIM= AIMINISHATIN AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL .., AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 131" DAY OF JAN., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) re LIJ Cn FLIGHT OPTIONS LLC 12.50% OF 100% < x re RICHMOND HTS., OH 44143 0 m 090281353251 $5..00 01/2412009 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 8TH OF JAN., 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) SELLER RAF REAL ESTATE EXECUTIVE VICE PRESIDENT SERVICES, LLC OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR RAF REAL ESTATE SERVICES, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED 8Y LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012553 Viy0I. A110 tfk: P-010 1/117)10 6!, i bid zia Non 82 Nil. 6001 ruisn; rl~f 1114,vidruouiv ri371:1 EFTA00012554 3 0a0 O O W FAA PARTIAL RELEASE co 0 0 0 FO Financing, LLC (the "Secured Party") as secured party under the Security Agreement described and defined on Exhibit A attached hereto, hereby releases from the terms of the 0 Security Agreement all of its right, title and interest in and to the Releases Aircraft 0 70 0 Interest described and defined on Exhibit A attached hereto. 0 0 a0 As to all collateral covered by the Security Agreement except the Released Aircraft a Interest, the Security Agreement shall remain in full force and effect. 0 Q Dated this day of AN.CM co , 2008. O O co O FO Financing, LLC tl By: 11 Name: Title: Vice President EFTA00012555 EFTA00012556 -• AIR FILED W C RA FT R ITH FAA EGIST R ATION 2003 DE C BR 4 PM OK L 3 33 A H OMA O K L A CIT HOMA Y EXHIBIT A FAA RELEASE Security Agreement Aircraft Security Agreement dated 12-13-2007 between FO Financing, LLC as secured party and Flight Options, LLC as debtor, recorded by the Federal Aviation Administration on 06-12-2008 as conveyance number AM00Q5O9 . Aircraft Security Agreement dated 12-13-2007 between FO Financing, LLC as secured party and Flight Options, LLC as debtor, recorded by the Federal Aviation Administration on 06-12-2008 as conveyance number AM0005O I . Released Aircraft Interest Eighteen and three-quarters percent (18.75%) undivided interest (representing a partial interest conveyed to Flight Options, LLC) in and to the aircraft described below (the "Released Aircraft Interest"). Aircraft One (I) Raytheon Aircraft Company 400A bearing manufacturer's serial number RK-244 and United States Registration Number N493LX(N793TA), together with two (2) Pratt & Whitney Canada JT15D5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (collectively the "Aircraft"). EFTA00012557 EFTA00012558 AIRCR FILED WIT AFT R H FAA EG IS T 20018 RATION DEC BR LI PP1 3 OKLA HOM 33 OKLA A CITY HOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000691723 N493LX, see recorded conveyance AM00501 Doc ID 3922 EFTA00012559 EFTA00012560 FORM APPROVED OMB No. 21200042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FUOMAL AVIAW084 ADWIIIISTIUMONSIBISIONOSOrt ACROPIMMCAL COMO co AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE -a UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER 8 NI MODEL 4931 X O. O ginn tircraft Cczipany 400A AIR RK- 244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check ono box) t) O O 1 . Individual O 2. Partnership O 3. Corporation C 4. Co-owner O 5. Gov't. O S. N°^Ciliziml O Corporation co NAME OF APPLICANT (Person(s) shown on evidence of ownership. If Individual. give last name. first name. and middle initial.) 15.) Flight Options, LW 9.375% of 100% III (See Attachment cia-i-cel otrie -08) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first . applicant listed.) (If P.O. BOX Is used. physical address must also be shown.) Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE Richnond Heights OH 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment (U.S. Code. Title IS. Sec 1001). CERTIFICATION ID MOVE CERTIFY: (1) Thal the above *Saab is owned by the undersigned applicant. whO is a citizen (iM:hiding corporations) of the used States. (For voting tns. give name of abattoir ) or CHECK ONE AS APPROPRIATE: a. 0 A resident scan. with alien registration (Form 1.151 or Form I-551) NO. b. °Anon -citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or ffigM hours are available for Inspection at (2) That the aircraft is not registered under the laws of any foreign counby; and (3) That legal evidence of ownership is attached or has bean Mod with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. TYPE ATU RE TITLE DATE Chief Financial Officer fa i of Flight Options, LLC qr./a -of DATE 6 a Trrt.E 1 8 SIGNATURE TITLE -*/5 DATE i NOTE Pending receipt of the Certificate of Aircraft Registration. the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be corned in the aircraft. AC Porn 8050-1 (5/03) (0052-004284007) EFTA00012561 EFTA00012562 FILED WITH FAA AIRCRAFT REGIS u:. 2008 SEP 12 1-111 I 50 OKLAHOMA.CITY OKLAHOMA .• •• •• • • • • ATTACHMENT TO AIRCRAFT REGI1TRATION APPLICATION date q_,9-( Reg #: N493LX Model: Raytheon Aircraft Company 400A SINN: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.25% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 12.50% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10.) 3.125% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 16.) Signatures: Title: Date: Chief Financial Officer of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4,5,6,7,8,9,10,11,12,13,14 By signing above, the applicant agrees and &haulms (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which Ihis page is attached (the "Application"). (II) that all 01 the information set forth on the Application is true and correct as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012563 V./1011V7M0 A110:VIVONV1NO OS' I 6.1c1 ZT dOs 8N1 hi.linusto3s tdreouiv tivitmithi .0310 EFTA00012564 FORM APPROVED OMB NO. 2120-0042 C UNITED STATES OF AMERICA lit COMBO!If OMUTA= 'DEMI/MUM ALWIMIIMMI C C AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 0C UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION S NUMBER N 493LX 0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A 0 1:R) AIRCRAFT SERIAL NO. RK-244 03 o DOES THIS / DAY OF SEPT., 2008 co HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS C Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER TWO BIG BEARS, LLC 6.25% OF 100% RICHMOND HEIGHTS, OH 4,4143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS DAY OF SEPT., 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) N.) SELLER FLIGHT OPTIONS, I,LC CHIEF FINANCIAL OFFICER ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 082561441427 $5.00 09/12/2008 EFTA00012565 EFTA00012566 F AIRC ILED WI RAFT T9 F R F C ISIk AA ATr: 2008 SEP 12 !: OKLA 1 HOM OKLA A CITY HOM A U.S. Department Flight Standards Service of Transportation Aircraft Registration Branch, Oklahoma City, Oklahoma 71125-0501 AFS•760 Federal Aviation Toll Free: WEB Address: Administration Date of Issue: September 3, 2008 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL CIO FLIGHT OPTIONS LLC RICHMOND HEIGHTS, OH 44143-1453 HAND DELIVERED TO IATS IN THE PD ROOM T086430 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Oct 03, 2008. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. En for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS:750-FAX4 (10/05) EFTA00012567 EFTA00012568 8 Declaration of international Operations 0 The Owners listed below: 1.) 12.50 % of 100 % 2.) 3.125 % of 100 % 3.) 6.25% of 100% 4.) 6.25% of 100% 5.) 3.125% of 100% 6.) 6.25 % of 100 % 7.) 6.25% of 100% 8.) 12.50 % of 100 % 9.) 6.25 % of 100 % 10.) 6.25 % of 100 % 11.) 6.25 % of 100 % 12.) 6.25 % of 100% 13.) 3.125 % of 100 % Flight Options, LLC IflaSY0 of 100 % as the owner(s) of aircraft N493LX Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK-244 declares that this aircraft is scheduled to make an international flight on September 10. 2008 as flight number 1 departing, Richmond Heights, Ohio, Cuyahoga County Airport with a destination of Peterborough Ontario, Windsor Ontario Airport Expedited registration in support of this international flight is requested this 2nd day of September 2008 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more thant 5 years. or both. 18 U.S.C. 1001(a) Name of Owner(s): SEE LIST ABOVE Signature: Typed Name of Signer: Title: Vice Presid y-In-Fact for Signature: Typed Name of Signer: pu Title: me Vice President of Flight Options. LLC for # 11-t tiev Return Certificate of Registration to FTFlit) : X/273 RCMCer tificate of R 9.A.T.S II • A O ,k .! EFTA00012569 EFTA00012570 FILED FAA .74t 4::4r;TVN Do\ 0 EP ARP1 -541•1-- OKLAH 4A CITY OKLk;ICIMA 0 0 Special Registration Number 0 N493L7C 12 ASSIGNMENT OFNUMBERS REGISTRATION SPECIAL O us. twovvosea Aircraft Make and Model Prates Registration Number cirevosporlafion RAYTHEON AIRCRAFT COMPANY 400A N793TA O men Aviation Serial Hunter Issue Date: CO Adtrinistration RK-jy4 Aug 14, 2003 ICAO AIRCRAFT ADDRESS CODE FOR N493LX - 51416115 This is your authority to cheap the United Stales resistance number on the 'bow described FLIGHT OPTIONS LLC afore to the spoiel ET AL residzuLion number shown. FLIGHT OPTIONS LL Carry duplicate of this form its the aircraft together with the • OH 44143.1453 ohltegi terati011 certificate as LioLlislisill.lololLoslIgloIllansIldiluldoonli imaim authority to create the aircran pasting receipt of revixd andicate of itgistrabon. Obtain a revisal cat kith of airworthiness bran your ors- est Flight Standards Dishics Office. The bad FAA Form 9/304, Application For Airworthiness ea me b daunt Oct 01, 1999 The drworthistros classification sod category: STANDARD INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within S dap after the special registration number is placed on the aircraft. A revisal certificate will then be issued The authority to use the special slumber expires: Aug 14, 2009 CERIVICADOH: ter was placed RETURN FORM 70: on the aircraft Civil Avi ' Registry, AFS-750 Signanre (4Owpm . Oklahoma City, Oklahoma 73125-0504 Title of Ouscr Executive Vice President Date %aced on Aircraft: q- 3- 0l AC FORM 105044 (S9an) Supeneda Previa', Ulla Return Certificate of ReOttatkot\ to Registrati,r; ,3 Return CettIlkcate LA. tr.s t eS EFTA00012571 EFTA00012572 r. FN FAA AIRCRAFT s' ..:5TFAATION BR 2008 SEP 3 RPV10 51 OKLA .)A CITY Ottl:.'0M4 FORM APPROVED OMB No. 2120-0042 WI! UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION 0 FebeitAL AVIATION sarliClaTRATION-tpera COIPOROICEV AZRONAUnCAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES a REGISTRATION NUMBER IN 793TA AIRCRAFT MANUFACTURER & MODEL O L (.6 Raytheon Airrraft Ccapeny 4OOA tri AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY O TYPE OF REGISTRATION (Check one box) N.) Non-Citizen O O 1. Individual O 2. Partnership O 3. Corporation 63 4. Co-owner O 5. Govt. O 8. Corpo O co NAME OF APPLICANT (Persion(s) shown on evidence of ownership. II individual, give last name. hat name. and middle initial.) 14.) Flight Options, LLC 15.625% of 100% lit:See Attachment 6(4)FCil_ 2 -2 g-08 TELEPHONE NUMBER: ( ) ADDRESS (Permanent melting address for first applicant listed.)(If P.O. BOX is used. physical address must also IINI shown.) Plumber and fl eet' Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment (U.S. Code. Tine 18. Sec. 1001). IIIUWE CERTIFY: CERTIFICATION ( i ) That the above aircraft is owned by the undersigned applicant, who is a citizen (including Corporations) of the United States. (For vceng trust, give name of trustee: I or: CHECK ONE AS APPROPRIATE: a. O A resident alien. with alien registration (Form 1.151 or Form 1.551) No. A non-citizen corporation organized and doing business under the laws of (state) b. O and said aircraft is based and primarily used in the United States. Records or flight hours are available for Inspection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE DATE TntEChief Financial Officer EACH PART OF THIS of Flight Options, LLC TITLE g-as-og DATE APPLICATION MUST BE SIGNED IN INK SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (5/03) (0052-00-828-9007) EFTA00012573 EFTA00012574 FAA AIRCRAFT • ••; rp. noN BP 2008 RUG 28 NI 1 97 OKLA• • • A CI 1Y 'OM,\ • ATTACHMENT TO AIRCRAFT REGIST ATION APPLICATION4 g..z -of Reg #: N763TA Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.25% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 12.50% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10.) 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto Signatures: Title: Date Chief Financial Officer of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4.5.6.7,8,9,10,11,12,13 8.2g- OE By signing above. the applicant agrees and stipulates (1) to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application. to which this page is attached (the 'Application"). (II) that all of the information set forth on the Application is true and CurrOCI as of this dale. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shah be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012575 EFTA00012576 FILE:: : ill FAA AIRCRAFT "!" -.:Tat•TIGN BE 808 RUG Z8 Prl 1 97 OKLA CITY OKL.• •OMA 0 FORM APPROVED OO OMB NO 2120.0042 UNITED STATES OF AMERICA O O.3. IEPARIMENT IF 'IMPORTATION MERE AVIATION ADMINISTRATION 0 AIRCRAFT BILL OF SALE 3 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: 00 UNITED STATES 0 REGISTRATION NUMBER N793TA a AIRCRAFT MANUFACTURER & MODEL V 0 RAYTHEON AIRCRAFT COMPANY 400A O AIRCRAFT SERIAL NO. O RK-244 O DOES THIS 18TH DAY OF AUG., 2008 ra HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) PURCHASER FLI I-ffMN : 3.125% OF 100% RICHMOND HTS., OH 44143 082411447237 t5 no 08/2812408 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 18TH OF AUG., 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) T cc Lli -i CORPORATE .JET CHIEF FINANCIAL OFFICER -I Ill PARTNERS, LLC OF FLIGIIT OPTIONS. LLC 0 ACTING AS ATTORNEY- IN-FACT FOR CORPORATE .IET PARTNERS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REOUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012577 vvc. • 'OW k". 'Abio 8002 Lb i Wd OZ 0119 ....13111.0H11 .28 1101.1.11,31.... Hi". -.311J %PH EFTA00012578 0 0 3 0 A Insured Aircraft Title Service, Inc. c0 O O S FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: August 4, 2008 Dear Sir/Madam: Please Reserve N in NAME ONLY for: N# Change Request Please Reserve N 493LX and assign for the following aircraft: N 793TA Make Raytheon Model 400A Serial # RK-244 Which is (1) being purchased by XX (2) registered to Flight Options, LLC Payment of the required 810.00 fee per number to reserve/assign is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. Please send the confirmation of reservation/8050-64 form to Insured Aircraft title Service, Inc. in the Public Documents room of the FAA. Additional Information: Requested by: EFTA00012579 EFTA00012580 FILED WITH FAA AIRCRAFT REGISTRATION 8R 2008 RUG 9 PITI 1 58 OKLAHOMA CITY OKLAHOMA U.B. Department Flight Standards Service of Transportation Aircraft Registration Branch, Oklahoma City, Oklahoma 71125-0501 AFS•760 Federal Aviation Toll Free: WEB Address: Administration Date of Issue: July 28, 2008 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL FLIGHT OPTIONS LLC RICHMOND HEIGHTS, OH 44143-1453 HAND DELIVERED TO IATS IN THE PD ROOM 1085575 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N793TA RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Aug 27, 2008. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FA,X4 (10/05) EFTA00012581 EFTA00012582 77,1 A Insured Aircra itle Service, Inc. a O a Federal Aviation Administration Date: Aircraft Registry Gentlemen: Please issue a duplicate certificate on the aircraft herein described: N "7°13TA • Certificate has been lost in mail Make Rium 0 vi Model 4006 S/N 1210 11q to the present registered owner: FiIht Options LLL, ""Please bale a Flying Time Wire for this aircraft to Insured Aircraft Title Service, Inc. in the Public Documents room. Return Certificate of fegisiration to Thank you, I.A.T.S 082071400324 $2.00 07/25/2008 By: Registration to Return Certificate of Registration to Return Certificate of I.A.T.S 1.A.T.S EFTA00012583 EFTA00012584 FILED WITH FAA STRATION BR AIRCRAFT REGI 2008 JUL 25 PM 1 49 OKLAHOMA CITY OKLAHOMA Accepted IVIC) Jul/24/200B U.S Deportment niomstamiamftsmvite cal Transportation AiareitilogliWmionWanch. AFS.760 Federal Aviation Administration June 3, 2003 MOOT OPTICSIS I.LC El AL. to MU PD ROOM Dear Sirs: Thc FAA Aircraft Registry issued an AC Form 8050-64. Assignment of Special Registration Marks, on firm 18.2007. This (OM authorized the use of special registration mark N493LX on RAYTHEON AIRCRAFT COMPANY 1•226 aircraft, serial number RX.244, N12,31A. The authorization form was ro have been signed and returned to this office within S days after the special registration number was painted on the aircraft. It has not yet been received. Clarification as to the status of the number change is needed so that the certificate of registration may be issued reflecting die cornet registration number. Please furnish this clarification by checking the applicable block and signing below: 0 The special registration mark HAS BEEN painted on the aircraft. >f The special registration mark HAS NOT BEEN painted on the aircraft but will be at a later date Please extend authorization for use of the special number. Enclosed is a SI0 he required to reserve the number. 0 The special registration mark WILL NOT BE USED VI Ti Date Additional Requirements• 081961111537 $10.00 07/14/2008 instruments Examiner Aircraft Registration Branch AIS:730•10),I (7441. • fl EFTA00012585 EFTA00012586 PLED WITH F4tt: AIRCRAFT RED ISTRAfION ER 2008 JUL 14 NI 11 00 OKLAHOMk.CIT Y • 01(1.4OMA tECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION INUM: 793TA 121:121 R.V. AVIATION ADMINISTRATION SERIAL NUM: RK-244 CROSS-REFERENCE-RECORDATION ' RAYTIIEON AIRCRAFT COMPANY h1ODEL: 400A AIR CARRIER: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this fonn with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT 12/13/2007 FROM DOCUMENT NO. FLIGHT OPTIONS LLC AM00050 I TO OR ASSIGNED TO DATE RECORDED FO FINANCING LLC JUN 12, 2008 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: I Total Spare Parts. N793TA P&W C JT15D-5 PCE-JA0257 P&W C JT I5D-5 PCE-JA0256 tC FORM 8050-23 (1-06) (/052-00.912-6000) EFTA00012587 EFTA00012588 Lt3 g o O CERTIFIED COPY O FAA TO BE RECORDED BY 0 2 0 0a O O co SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT O dated as of December 2007 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee . • • NJ 224303.000/4 EFTA00012589 EFTA00012590 PILED WITH FAA AIRCRAFT REGISTRATION BR 200? OEC 13 Pf9 12 51 OKLAHOMA CITY OKLAHOMA S • TABLE OF CONTENTS SECTION I CERTAIN DEFINITIONS I 1.1 Definitions I SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 9 4.8 Inspection 9 4.9 Citizenship 9 4.10 Event of Loss with Respect to an Engine 9 4.11 Further Assurances 9 4.12 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.2 Sale and Suits for Enforcement 11 NJ 226,303.800v4 EFTA00012591 • • EFTA00012592 03 03 N.1 6.3 Waiver of Appraisement, ctc 12 6.4 Remedies Cumulative 12 6.5 Application of Proceeds 12 6.6 Delay or Omission; Possession of Loan Certificates 12 4.9 Mortgagee's Right to Perform for the Grantor 13 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 13 72 Indemnification 13 7.4 Notices 14 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage 14 7.6 Governing Law 14 7.7 Severability 15 EXHIBIT Exhibit A — Term Note Agreement SCHEDULE Schedule 1 — Description of Aircraft and Engines NJ 226.303.600v4 EFTA00012593 EFTA00012594 rtii t. 1"..) SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of December /3 , 2007 (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited liabilit corn an the "Grantor" with its chief executive office and chief place of business at Cleveland, Ohio 44143, in favor of FO FINANCING, LLC, a Delaware limited liability company, as Lender under the Term Note Agreement defined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are parties to that certain Secured Subordinated Term Note Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Term Note Agreement") pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terms and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Term Note Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Term Note Agreement, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION I CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the respective meanings ascribed to them in the Term Note Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following defined meanings (and shall be applicable to both the singular and the plural forms of such terms): "Act": the Transportation Act, 49 U.S.C. §§40101, et. seq., as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft": collectively, each Airframe, together with the Engines installed thereon as of the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute Engines may from time to time be installed on such Airframe, to the extent of the Grantor's ownership interest therein. "Aircraft Protocol": means the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may be amended or modified from time to time. "Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines or engines from time to time installed thereon, either originally mortgaged hereunder and NJ 228.303, 600v4 EFTA00012595 • I EFTA00012596 U:1 described in Schedule 1 hereto, together with any and all Parts which are either incorporated or installed in or attached to such airframe or required to be subject to the lien and security interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest therein. "Cape Town Convention": shall mean, collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Carrier": any corporation (except the United States Government) domiciled in the United States of America and holding (i) a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 1110 of Title 11 of the United States Code or any analogous statute with respect to the Aircraft and/or (ii) certified authority by the FAA to conduct scheduled air cargo transportation under Part 121 of the regulations promulgated under the Act. "Convention" shall mean the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time. "Engine": each aircraft engine described in Schedule 1 hereto, together with any and all Parts which are either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with, respect to any property: (i) loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United States Government or any instrumentality or agency thereof for a period of less than 60 days; NJ 228.303,60Ov4 -2- EFTA00012597 A • EFTA00012598 Ca C" Ca (iv) as a result of any rule, regulation, order or other action by the FAA or other governmental body having jurisdiction, the use of such property in the normal course of interstate air transportation shall have been prohibited for a period of six (6) consecutive months; or (v) the operation or location of such property, while under requisition for use by the United States Government, or any instrumentality or agency thereof, in any area excluded from coverage by any insurance policy in effect with respect to such property, if the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. "FAA": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Indemnified Liabilities": as defined in Section 7.2 hereof. "International Interest": shall have the meaning ascribed thereto in the Cape Town Convention. "International Registry": means the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures" means the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations" means the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Lien" means any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. NJ 226,303.600v4 -3- EFTA00012599 • EFTA00012600 0 r3 29 n. UI "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": as defined in Section 2 hereof "Mortgage Supplement" any supplement to this Mortgage, in form and substance reasonably acceptable to the Mortgagee, executed by the Grantor with respect to additional Aircraft, Engines, Parts or other assets and properties of the Grantor to be made subject to the Mortgage. "Obligations": as defined in the Term Note Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and radar devices, cargo handling systems and loose equipment that are at such time incorporated or installed in or attached to any Airframe or Engine or Part, to the extent of the Grantor's ownership interest therein. "Permitted Liens" means (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinary course of business securing sums not overdue; (b) Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of FO Financing, LLC pursuant to that certain Credit and Security Agreement dated as of the date hereof by and between FO Financing, LLC and Grantor and the related collateral security documents, including that certain Aircraft Mortgage and Security Agreement dated as of the date hereof by and between FO Financing, LLC and Grantor filed with the FAA simultaneously herewith (the "First Mortgage"); (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (e) Purchase money Liens securing purchase money indebtedness to the extent permitted in this Agreement (and as such terms are defined in the Term Note Agreement); and (f) Liens specifically identified as Permitted Liens in the Term Note Agreement. "Proceeds": shall have the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Term Note Agreement and whatever is receivable or received when any Airframe or Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe or Engine or Part. "Replacement Engine" as defined in Section 4.1 I hereof. "Tax" as defined in Section 4.3 hereto. "Term Note Agreement": as defined in the above recitals of this Mortgage. NJ 226 303.600v4 -4- EFTA00012601 EFTA00012602 Ga NI 1:41 61 "UCC" means the Uniform Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that UCC is used to define any term herein and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a second priority security interest, subject to no other Liens other than FO Financing, LLC, as first lien lender under the First Mortgage, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Mortgage Collateral") and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Aircraft Mortgage (except for wholly owned aircrafts of the Grantor); (b) all logs, manuals, books, records (including without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (c) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft and/or the Airframe or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including but not limited to the insurance required hereunder, under the Term Note Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other loss of title to or the use or possession of the Aircraft or any part thereof; NJ 226.303.600/4 -5- EFTA00012603 EFTA00012604 (d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received as a result of, arising from, derived in connection with or otherwise relating to the Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received relating to or in connection with the sale, lease, hire, charter or other disposition of the Aircraft or any part thereof or the provision of services of any nature whatsoever utilizing the Aircraft or any part thereof; (e) all Proceeds of all or any of the foregoing whether cash or otherwise. SECTION 3 REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants that: (a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15)(c), (ii) have good and marketable title to such Mortgage Collateral, free and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft, in accordance with the Act and shall have in full force and effect a certificate of airworthiness duly issued pursuant to said Act. (b) This Mortgage is in proper form to be duly filed for recordation in accordance with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected lien on and prior perfected security interest in such Mortgage Collateral, subject to no other Liens (except for Permitted Liens and Liens of FO Financing, LLC, as first lien lender). (c) (i) No International Interest or Prospective International Interest (other than that of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii) Grantor shall not consent to the registration of any International Interest or Prospective International Interest with respect to the Aircraft (other than any such interest registered in favor of Mortgagee); and (iii) Grantor has not executed an Irrevocable De-Registration and Export Request Authorization with respect to the Aircraft in favor of any person (other than Mortgagee) which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to the registration of the Mortgagee's International Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there are no International Interests or Prospective International Interests against the Aircraft which are prior and superior to NJ 228.303.60OM -6- EFTA00012605 • 0 EFTA00012606 the Lien of this Mortgage in favor of the Mortgagee: (ii) at all times cause to be maintained, serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in respect of such Mortgaged Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any material law or any rule, regulation or order of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, except for any violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect: (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral are operated or used under contract with the Government of United States of America under which contract said Government assumes liability for any the damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with respect to any of the Mortgage Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and of the Term Note Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing being here called a "Tax") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with NJ 228.303.6004 -7- EFTA00012607 • 0 EFTA00012608 respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture, purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or other disposition of any Airframe, Engine or Part, or any rentals or other earnings payable therefor or arising therefrom or the income or other proceeds received with respect thereto, or (iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintain on its hooks adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Term Note Agreement, lease or otherwise in any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe or engine other than to an Airframe or Engine. 4.5 Insurance. (a) The Grantor at its own expense shall carry insurance with respect to the Mortgage Collateral as required pursuant to the terms and provisions of the Term Note Agreement, together with such endorsements in favor of the Mortgagee (or Lender) as are required under the Term Note Agreement. (b) Upon the occurrence and continuance of an Event of Default, all insurance payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) held and applied by the Mortgagee (or Lender) against the Obligations as provided under the Term Note Agreement, or be retained by the Grantor for application to the repair of the damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in accordance with the terms of the Term Note Agreement. 4.6 Modification and Additions. The Grantor, at its expense, shall make such modifications in and additions to the Airframes and the Engines as may be required from time to time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In addition, so long as no Default or Event of Default shall have occurred and be continuing, the Grantor, at its expense, may from time to time make such modifications in and additions to any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto are in accordance with the terms of the Term Note Agreement. NJ 228.303.600v4 -8- EFTA00012609 S I EFTA00012610 4.7 Reserved. 4.8 Inspection. Subject to the provisions of Section 10 of the Term Note Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating thereto, at all such times during normal business hours as the Mortgagee may from time to time reasonably request; provided that so long as no Event of Default shall have occurred and is continuing such visits shall be limited to two (2) occasions per fiscal year. 4.9 Reserved. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(I 5)(c). 4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe on which such Engine was originally installed, the Grantor shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage, in substitution for the Engine with respect to which such Event of Loss occurred, substitute another General Electric CF6-50C2 engine (or engine of the same manufacturer of an improved model and suitable for installation and use on an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacement Engine"), free and clear of all Liens and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred assuming such Engine was of the value and utility and in the condition and repair required by the terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense, shall (i) furnish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii) cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and filed for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of compliance with the insurance provisions of subsection 4.5 hereof with respect to such Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the Mortgagee may request in order to evidence the value, utility and operating condition of the Replacement Engine, the Grantor's title to the Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security NJ 226.303.60thal -9- EFTA00012611 EFTA00012612 interests created or intended to be created in favor of the Mortgagee hereunder and to comply with the laws and regulations of the FAA and the requirements of the Cape Town Treaty with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become located in or any other applicable law, including, without limitation, the execution, delivery and tiling of UCC financing and continuation statements with respect to the security interests created hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to file any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Term Note Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or the Term Note Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Term Note Agreement. SECTION 6 EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. Subject to the terms of the Intercreditor Agreement (as defined in the Term Note Agreement), if an Event of Default under the Term Note Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein and to the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in my applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document. 6.2 Possession of Mortgage Collateral. Subject to the terms of the Intercreditor Agreement: If an Event of Default under the Term Note Agreement shall occur and be continuing, the Mortgagee may, without notice take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan NJ 228,303.6004 -10- EFTA00012613 • 0 EFTA00012614 U,) ra Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to the entry of which the Grantor specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and Security Documents. Upon every such taking of possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may deem proper. 6.3 Sale and Suits for Enforcement. Subject to the terms of the Intercreditor Agreement: (a) If an Event of Default under the Term Note Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including the Aircraft, may (i) to the extent and in the manner permitted by law, sell at one or more sales, all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of an Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder NJ 228.303,60Ov4 EFTA00012615 S • EFTA00012616 Cfl na LUI 1.0 at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. (e) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (a)(i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, such sale be made at the time and place to which the same shall have been so adjourned. (d) Upon the completion of any sale under paragraph (a)(i) above, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the same to be flown to such airports in the continental United States as the Mortgagee may specify), such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its name and stead, to make all necessary conveyances of any Mortgage Collateral so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. 6.4 Waiver of Appraisement, etc. The Grantor agrees, to the fullest extent that it lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy herein conferred or now or hereafter existing in law. 6.6 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the Term Note Agreement. 6.7 Delay or Omission; Possession of Loan Certificates. (a) No delay or omission of the Mortgagee to exercise any right or remedy arising upon the happening of any Default or Event of Default shall impair any right or remedy or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents, or by applicable law may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. NJ 226.303.6O0v4 - I 2- EFTA00012617 • • EFTA00012618 (b) All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of the Notes or any other instrument or document evidencing any obligation or the production thereof in any proceeding. 6.8 Mortgagee's Right to Perform for the Grantor. Subject to the terms of the Inter-creditor Agreement, from and after the occurrence and continuance of an Event of Default, if the Grantor fails to perform or comply with any of its agreements contained herein, the Mortgagee may perform or comply with such agreement, and the amount of the reasonable out- of-pocket costs and expenses incurred in connection with the performance of or compliance with such agreement (together with interest thereon at the Default Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the lien and security interest of this Mortgage. 6.9 Deregistration. If an Event of Default under the Term Note Agreement shall occur and be continuing, the Mortgagee may without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee procure the deregistration of the registration of the Aircraft and export the Aircraft to a jurisdiction of the Mortgagee's choice pursuant to the Irrevocable De-Registration and Export Request Authorization ("IDERA") and as authorized by the Cape Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute and deliver an IDERA to the Mortgagee to be filed with the FAA. 6.10 Speedy Relief Remedies. If an Event of Default under the Term Note Agreement shall occur and be continuing, the Mortgagee may pending final determination of its claim in any court proceeding, obtain speedy relief in the form of on order providing for (i) preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii), management of the Mortgage Collateral and the income therefrom; and (v) sale and application of proceeds therefrom. SECTION 7 MISCELLANEOUS PROVISIONS 7.1 Amendments, etc. No amendment or waiver of any provision of this Mortgage, nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Mortgage NJ 228.303, 600v4 -13- EFTA00012619 • • EFTA00012620 and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Mortgage and any such other documents, including, without limitation, the fees and disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee harmless from, any and all recording and tiling fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of; or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Mortgage and any such other documents, and (d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Mortgage and any such other documents (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection 7.2 shall survive termination of the Term Note Agreement and satisfaction of any Loans issued thereunder. 7.3 Reserved. 7.4 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or four (4) business days after being deposited in the United States mail, certified or registered mail postage prepaid, or one (I) business day after being deposited with an overnight courier of national reputation, or upon receipt of confirmation of successful transmission with respect to any notice or communication sent via facsimile, to the addresses set forth in the Term Note Agreement. 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage. (a) In addition to the other Security Documents, this Mortgage shall create a continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force and effect until payment and performance in full of all of the Obligations, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its successors, transferees and assigns. (b) Upon the indefeasible payment and performance in full of all of the Obligations, the lien and security interest granted hereby and in the Security Documents shall terminate. Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an appropriate instrument evidencing such termination of this Mortgage. 7.6 Governing Law. NJ 226.303.600x1 -14- EFTA00012621 • • EFTA00012622 (a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. (c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE, AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. 7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage shall not affect the remaining provisions of this Mortgage should be held by any court of law, to be invalid, or should operate to render this Mortgage invalid or to impair the lien and security interest of this Mortgage on all or the major portion of the property intended to be mortgaged hereunder, this Mortgage shall be construed as if such provisions had not been contained therein. [Balance of Page Intentionally Left Blank. Signature Page Follows. NJ 226.303.600v4 -15- EFTA00012623 • • EFTA00012624 IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIG By: _ . Name: Its: Chic mania leer Aireratl Mortme and Security Agreement EFTA00012625 • • EFTA00012626 a, to Lift 03 FO FINANCING. I.I.0 By: H.I.G.-GPII. Its Title: General Counsela-nd Aircraft Mortgage and Securfty Agreement EFTA00012627 • EFTA00012628 ta fa N) ta 1/1 tri Exhibit A Term Note Agreement Not included for purposes of confidentiality NJ 226.303.600v4 EFTA00012629 • • EFTA00012630 Schedule I Aircraft: Airframes and Engines* Type Reg. Serial No. Engine Make Engine Engine Percent No. Type Serial No. Owned"" Raytheon N793TA(pending Aircraft Pratt & Whitney PCE- change to RK-244 JT15D-5 28.125% Company" Canada JA02576" N493LX) model 400A Raytheon N793TA(pending Aircraft Pratt & Whitney PCE- change to RK-244 JT15D-5 ... 28.125% Company" Canada JA0256 N493LX) model 400A *Each of which Engines is capable of 1750 lbs. or more of thrust or has 550 or more rated takeoff horsepower or the equivalent thereof. ••Described on the International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY. •••Described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JTISD SERIES with serial numbers JA0257and JA0256. •rnAircraft used herein references Grantor's undivided 28.125% interest in the Aircraft and Engines. Cli199 4911636-2 066497.0063 EFTA00012631 EFTA00012632 F AIRCRA ILED WITH FAA F T R E G IS T RATION"BR• 2001 OEC 1 3 P r 112 51 OKLAHOMA OKLAHOMCAITY i • DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000303922 ORIG #9911 RET'D M & T $15.00 12/13/2007 073471358451 EFTA00012633 EFTA00012634 tECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION INUM: 793TA 121:1)1 RAI, AVIATION ADMINISTRATION SERIAL NUM: RK-244 CROSS-REFERENCE-RECORDATION ' RAYT EON AIRCRAFT COMPANY DEL: 400A h1ODE AIR CARRIER: This form is to be used in cases whine a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT MORTGAGE AND SECURITY AGREEMENT 12/13/2007 FROM DOCUMENT NO. FLIGHT OPTIONS LLC AM000500 TO OR ASSIGNED TO DATE RECORDED FO FINANCING LLC JUN 12, 2008 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: I Total Sparc Parts. N793TA P&W C JTI5D-5 PCE-JA0257 P&W C JT I5D-5 PCE-JA0256 tC FORM 8050-23 (I-06) (0052-00.912-6000) EFTA00012635 EFTA00012636 go ✓• 8 CERTIFIED COPY TO BE RECORDED BY FM 0 0 3 a a L O AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of December 3! 2007 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee NJ 226,294.392v? EFTA00012637 EFTA00012638 FILED WITH FAA AIRCRAFT REGIS TRATION BR 2001 DEC 13 P1 12 50 OKLAHOMA CIT Y OKLAHOMA • • TABLE OF CONTENTS SECTION I CERTAIN DEFINITIONS 1.1 Definitions SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 8 4.8 Inspection 8 4.9 Citizenship 9 4.10 Event of Loss with Respect to an Engine 9 4.11 Further Assurances 9 4.12 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.2 Sale and Suits for Enforcement 11 NJ 226.294.392v7 EFTA00012639 • • EFTA00012640 ta ta Pt E5 f4) 6.3 Waiver of Appraisement, etc 12 6.4 Remedies Cumulative 12 6.5 Application of Proceeds 12 6.6 Delay or Omission; Possession of Loan Certificates 12 4.9 Mortgagees Right to Perform for the Grantor 12 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 13 72 Indemnification 13 7.4 Notices 14 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage 14 7.6 Governing Law 14 7.7 Severability IS EXHIBIT Exhibit A — Loan and Security Agreement SCHEDULE Schedule 1 — Description of Aircraft and Engines NJ 226,294.3920 EFTA00012641 I EFTA00012642 ky Q; IN 02I N) rl AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of December /(.3 ,2007 (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited Hata' • ) an the "Grantor"), with its chief executive office and chief place of business at , Cleveland, Ohio 44143, in favor of FO FINANCING, LLC, a Delaware limited liability company, as Lender under the Loan and Security Agreement defined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are parties to that certain Loan and Security Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Loan and Security Agreement"), pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terms and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Loan and Security Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Loan and Security Agreement, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the respective meanings ascribed to them in the Loan and Security Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following defined meanings (and shall be applicable to both the singular and the plural forms of such terms): "Act": the Transportation Act, 49 U.S.C. §§40101, et. seq., as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft": collectively, each Airframe, together with the Engines installed thereon as of the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute Engines may from time to time be installed on such Airframe, to the extent of the Grantor's ownership interest therein. "Aircraft Protocol": means the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may be amended or modified from time to time. NJ 228.294.392v7 EFTA00012643 EFTA00012644 i4:1 r;1 Qt1 NJ "Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines or engines from time to time installed thereon, either originally mortgaged hereunder and described in Schedule I hereto, together with any and all Parts which arc either incorporated or installed in or attached to such airframe or required to be subject to the lien and security interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest therein. "Cape Town Convention": shall mean, collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Carrier": any corporation (except the United States Government) domiciled in the United States of America and holding (i) a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 1110 of Title I I of the United States Code or any analogous statute with respect to the Aircraft and/or (ii) certified authority by the FAA to conduct scheduled air cargo transportation under Part 121 of the regulations promulgated under the Act. "Convention" shall mean the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time. "Engine": each aircraft engine described in Schedule I hereto, together with any and all Parts which are either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with, respect to any property: (i) loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United States Government or any instrumentality or agency thereof for a period of less than 60 days; -7- NJ 226.294.392v7 EFTA00012645 • • EFTA00012646 ry ra (iv) as a result of any rule, regulation, order or other action by the FAA or other governmental body having jurisdiction, the use of such property in the normal course of interstate air transportation shall have been prohibited for a period of six (6) consecutive months; or (v) the operation or location of such property, while under requisition for use by the United States Government, or any instrumentality or agency thereof, in any area excluded from coverage by any insurance policy in effect with respect to such property, if the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. "FAA": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Indemnified Liabilities": as defined in Section 7.2 hereof "International Interest": shall have the meaning ascribed thereto in the Cape Town Convention. "International Registry": means the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures" means the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations" means the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Lien" means any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. NJ 228.294,392v7 -3- EFTA00012647 • • EFTA00012648 "Loan and Security Agreement": as defined in the above recitals of this Mortgage. "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": as defined in Section 2 hereof "Mortgage Supplement" any supplement to this Mortgage, in form and substance reasonably acceptable to the Mortgagee, executed by the Grantor with respect to additional Aircraft, Engines, Parts or other assets and properties of the Grantor to be made subject to the Mortgage. "Obligations": as defined in the Loan and Security Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and radar devices, cargo handling systems and loose equipment that are at such time incorporated or installed in or attached to any Airframe or Engine or Part, to the extent of the Grantor's ownership interest therein. "Permitted Liens" means (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinary course of business securing sums not overdue; (b) Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (e) Purchase money Liens securing purchase money indebtedness to the extent permitted in this Agreement (and as such terms are defined in the Loan and Security Agreement); and (f) Liens specifically identified as Permitted Liens in the Loan and Security Agreement. "Proceeds": shall have the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Loan and Security Agreement and whatever is receivable or received when any Airframe or Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe or Engine or Part. "Replacement Engine" as defined in Section 4.11 hereof. "Tax" as defined in Section 4.3 hereto. "UCC" means the Uniform Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code NJ 228,294.392v7 -4- EFTA00012649 • • EFTA00012650 as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction tbr purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions: provided further, that to the extent that UCC is used to define any term herein and such term is detined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a first priority security interest, subject to no other Liens, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Mortgage Collateral"), and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Aircraft Mortgage (except for wholly owned aircrafts of the Grantor); (b) all logs, manuals, books, records (including without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (c) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft and/or the Airframe or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including but not limited to the insurance required hereunder, under the Loan and Security Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other loss of title to or the use or possession of the Aircraft or any part thereof; (d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received as a result of, arising from, derived in connection with or otherwise relating to the Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues, NJ 226.294.392v7 -5- EFTA00012651 w EFTA00012652 profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received relating to or in connection with the sale, lease, hire, charter or other disposition of the Aircraft or any part thereof or the provision of services of any nature whatsoever utilizing the Aircraft or any part thereof; (e) all Proceeds of all or any of the foregoing whether cash or otherwise. SECTION 3 REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants that: (a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15)(c), (ii) have good and marketable title to such Mortgage Collateral, free and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft, in accordance with the Act and shall have in full force and effect a certificate of airworthiness duly issued pursuant to said Act. (b) This Mortgage is in proper form to be duly filed for recordation in accordance with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected lien on and prior perfected security interest in such Mortgage Collateral, subject to no other Liens (except for Permitted Liens). (c) (i) No International Interest or Prospective International Interest (other than that of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii) Grantor shall not consent to the registration of any International Interest or Prospective International Interest with respect to the Aircraft (other than any such interest registered in favor of Mortgagee); and (iii) Grantor has not executed an Irrevocable De-Registration and Export • Request Authorization with respect to the Aircraft in favor of any person (other than Mortgagee) which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to the registration of the Mortgagee's International Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there are no International Interests or Prospective International Interests against the Aircraft which are prior and superior to the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained, serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition NJ 226.294.392v7 -6- EFTA00012653 • • EFTA00012654 as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in respect of such Mortgaged Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any material law or any rule, regulation or order of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, except for any violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral are operated or used under contract with the Government of United States of America under which contract said Government assumes liability for any the damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with respect to any of the Mortgage Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and of the Loan and Security Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing being here called a "Tax") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture, purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or other disposition of any Airframe, Engine or Part, or any rentals or other earnings payable therefor or arising therefrom or the income or other proceeds received with respect thereto, or NJ 228.294.392v7 -7- EFTA00012655 • • EFTA00012656 (iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintain on its hooks adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Loan and Security Ageement, lease or otherwise in ❑ny manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe or engine other than to an Airframe or Engine. 4.5 Insurance. (a) The Grantor at its own expense shall carry insurance with respect to the Mortgage Collateral as required pursuant to the terms and provisions of the Loan and Security Agreement, together with such endorsements in favor of the Mortgagee (or Lender) as are required under the Loan and Security Agreement. (b) Upon the occurrence and continuance of an Event of Default, all insurance payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) held and applied by the Mortgagee (or Lender) against the Obligations as provided under the Loan and Security Agreement, or be retained by the Grantor for application to the repair of the damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in accordance with the terms of the Loan and Security Agreement. 4.6 Modification and Additions. The Grantor, at its expense, shall make such modifications in and additions to the Airframes and the Engines as may be required from time to time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In addition, so long as no Default or Event of Default shall have occurred and be continuing, the Grantor, at its expense, may from time to time make such modifications in and additions to any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto are in accordance with the terms of the Loan and Security Agreement. 4.7 Reserved. 4.8 Inspection. Subject to the provisions of Section 10 of the Loan and Security Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating NJ 228,294.392v7 -8- EFTA00012657 • • EFTA00012658 CL' NI CO thereto, at all such times during normal business hours as the Mortgagee may from lime to time reasonably request: provided that so long as no Event of Default shall have occurred and is continuing such visits shall be limited to two (2) occasions per fiscal year. 4.9 Reserved. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15)(c). 4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe on which such Engine was originally installed, the Grantor shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage, in substitution for the Engine with respect to which such Event of Loss occurred, substitute another General Electric CF6-50C2 engine (or engine of the same manufacturer of an improved model and suitable for installation and use on an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacement Engine"), free and clear of all Liens and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred assuming such Engine was of the value and utility and in the condition and repair required by the terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense, shall (i) furnish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii) cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and filed for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of compliance with the insurance provisions of subsection 4.5 hereof with respect to such Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the Mortgagee may request in order to evidence the value, utility and operating condition of the Replacement Engine, the Grantor's title to the Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security interests created or intended to be created in favor of the Mortgagee hereunder and to comply with the laws and regulations of the FAA and the requirements of the Cape Town Treaty with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become NJ 228,294,392v7 -9- EFTA00012659 • • EFTA00012660 located in or any other applicable law, including, without limitation, the execution, delivery and tiling of UCC financing and continuation statements with respect to the security interests created hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to tile any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Loan and Security Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or the Loan and Security Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Loan and Security Agreement. SECTION 6 EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. If an Event of Default under the Loan and Security Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein and to the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in my applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document. 6.2 Possession of Mortgage Collateral. If an Event of Default under the Loan and Security Agreement shall occur and be continuing, the Mortgagee may, without notice take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities NJ 228.294.392v7 -10- EFTA00012661 • • EFTA00012662 tzti ca CF.11 YJ for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to the entry of which the Grantor specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and Security Documents. Upon every such taking of possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may deem proper. 6.3 Sale and Suits for Enforcement. (a) If an Event of Default under the Loan and Security Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including the Aircraft, may (i) to the extent and in the manner permitted by law, sell at one or more sales, all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of an Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. (c) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (a)(i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, such sale be made at the time and place to which the same shall have been so adjourned. NJ 228,294.392v? -I I- EFTA00012663 • • EFTA00012664 C1 P3 (d) Upon the completion of any sale under paragraph (a)(i) above, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser tbrthwith upon the completion of such sale, and the Grantor shall deliver, in accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the same to be Clown to such airports in the continental United States as the Mortgagee may specify), such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its name and stead, to make all necessary conveyances of any Mortgage Collateral so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. 6.4 Waiver of Appraisement, etc. The Grantor agrees, to the fullest extent that it lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy herein conferred or now or hereafter existing in law. 6.6 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the Loan and Security Agreement. 6.7 Delay or Omission; Possession of Loan Certificates. (a) No delay or omission of the Mortgagee to exercise any right or remedy arising upon the happening of any Default or Event of Default shall impair any right or remedy or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents, or by applicable law may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. (b) All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of the Notes or any other instrument or document evidencing any obligation or the production thereof in any proceeding. 6.8 Mortgagee's Right to Perform for the Grantor. From and after the occurrence and continuance of an Event of Default, if the Grantor fails to perform or comply with any of its agreements contained herein, the Mortgagee may perform or comply with such agreement, and the amount of the reasonable out-of-pocket costs and expenses incurred in connection with the NJ 226.294.3921/7 -12- EFTA00012665 • • EFTA00012666 performance of or compliance with such agreement (together with interest thereon at the Default Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the lien and security interest of this Mortgage. 6.9 Deregistration. If an Event of Default under the Loan and Security Agreement shall occur and be continuing, the Mortgagee may without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee procure the deregistration of the registration of the Aircraft and export the Aircraft to a jurisdiction of the Mortgagee's choice pursuant to the Irrevocable De-Registration and Export Request Authorization ("IDERA") and as authorized by the Cape Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute and deliver an IDER.A to the Mortgagee to be filed with the FAA. 6.10 Speedy Relief Remedies. If an Event of Default under the Loan and Security Agreement shall occur and be continuing, the Mortgagee may pending final determination of its claim in any court proceeding, obtain speedy relief in the form of on order providing for (i) preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii), management of the Mortgage Collateral and the income therefrom; and (v) sale and application of proceeds therefrom. SECTION 7 MISCELLANEOUS PROVISIONS 7.1 Amendments, etc. No amendment or waiver of any provision of this Mortgage, nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Mortgage and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Mortgage and any such other documents, including, without limitation, the fees and disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of; or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Mortgage and any such other documents, and (d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any NJ 228,294.392v7 -13- EFTA00012667 S • EFTA00012668 and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Mortgage and any such other documents (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from the Boss negligence or willful misconduct of the Mortgagee. The agreements in this subsection 7.2 shall survive termination of the Loan and Security Agreement and satisfaction of any Loans issued thereunder. 7.3 Reserved. 7.4 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or four (4) business days after being deposited in the United States mail, certified or registered mail postage prepaid, or one (1) business day after being deposited with an overnight courier of national reputation, or upon receipt of confirmation of successful transmission with respect to any notice or communication sent via facsimile, to the addresses set forth in the Loan and Security Agreement. 7.5 Continuing,Lien and Security Interest• Transfer; Release of Mortgage Collateral; Termination of Mortgage. (a) In addition to the other Security Documents, this Mortgage shall create a continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force and effect until payment and performance in full of all of the Obligations, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its successors, transferees and assigns. (b) Upon the indefeasible payment and performance in full of all of the Obligations, the lien and security interest granted hereby and in the Security Documents shall terminate. Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an appropriate instrument evidencing such termination of this Mortgage. 7.6 Governing Law. (a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, NJ 228.294.392v7 -14- EFTA00012669 I • EFTA00012670 ra us F. ['HAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT. AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. (c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE, AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. 7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage shall not affect the remaining provisions of this Mortgage should be held by any court of law, to be invalid, or should operate to render this Mortgage invalid or to impair the lien and security interest of this Mortgage on all or the major portion of the property intended to be mortgaged hereunder, this Mortgage shall be construed as if such provisions had not been contained therein. 'Balance of Page Intentionally Left Blank. Signature Page Follows. NJ 226.294.392v7 -15- EFTA00012671 • • EFTA00012672 Na ra 44 to IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FU By: N Its: Chief Financial Officer Aircraft Mortgage and Security Agreement EFTA00012673 S • EFTA00012674 la t) Qt I.4 131 FO FINANCING. LI.0 Title: General Counsel 4-71.1. /44-442A444014-0-4 A ircruil Mongage :yid Security Agreement EFTA00012675 S • EFTA00012676 ca N RI W 01 Exhibit A Loan and Security Agreement Not included for purposes of confidentiality NJ 226.294.392v7 EFTA00012677 S • EFTA00012678 Cr) NI to 03 Schedule 1 Aircraft: Airframes and Engines* Type Reg. Serial No. Engine Make Engine Engine Percent No. Type Serial No. Owned"" Raytheon N793TA(pending Pratt & Whitney PCE Aircraft change to RK-244 JT15D-5 28.125% Company" N493LX) Canada JA02571." model 400A Raytheon N793TA(pending Aircraft Pratt & Whitney PCE- change to RK-244 125% Company" Canada JT15D-5 JA0256"* 28' N493LX) model 400A •Each of which Engines is capable of 1750 lbs. or more of thrust or has 550 or more rated akeoff horsepower or the equivalent thereof. "Described on he International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY. "'Described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JT15D SERIES with serial numbers JA0257and JA0256. ••• *Aircraft used herein references Grantor's undivided 28.125% interest in the Aircraft and Engines. CH199 4911636-2.066497.0063 EFTA00012679 EFTA00012680 FILED WITH FA•A* AIRCRAFT RECISTRATION OR, 200? DEC 13 PP1 12 50 OKLAHOMA CITY OKLAHOMA • DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000303921 ORIG #9909 RET'D $15.00 12/13/2008 073471358451 EFTA00012681 EFTA00012682 FORM APPROVED Ole No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FIBMIRAL AVIATION ACeeetrnASIOWNSICR liC014900frf WONAI.MC/u- Cann AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE 2 -o UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER IS MODEL 793TA N a. A 43#401(tiokAri-reraft-Geniaany-400A L C RK-244 FOR FAA USE ONLY a TYPE OF REGISTRATION (Check one box) 1. Individual • 2. Partnership 0 3. Corporation ill 4. Co-owner O O O 5. Gov't. O 8."°^Citizen Corporation O O NAME OF APPLICANT (Person(*) shown on evidence of ownership. If individual, give last name. first name, and middle initial.) 15.) Flight Options, LLC 12.50% of 100% 4.C_See Attachment d et7ve._el Cc -3 no V .......‘ 2 TELEPHONE NUMBER: ( ) ADDRESS (Pemmnent mailing address for first applicant listed.) (If P.O. BOX Is used, physical address must also be shown.) Humber and street: liliklig Rural Route: P.O. Box: CITY STATE 2IP CODE Richmond Heights OH 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION? Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question In this application may bo grounds for punishment by fine and / or Imprisonment (U.S. Code, Title 18, Sec. loom ID CERTIFICATION VVVE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant. who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or' CHECK ONE AS APPROPRIATE: a. O A resident alien, with alien registration (Form 1.151 Or FOnn 1.551) No. A nen-Citizen COrpOratiOn organized and doing business under the laws of (slats) b. O and said aircraft is based and primarily used in the United States. Records or flight hours are available ID, inspection at (2) That the aircraft is not registered uncle, the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been fl ed with the Federal Aviation Administration. NOTE: II executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE TITLE Chief Financial Off i ce,043ATE INS m of Flight Options, LLC 6-3 -Dg 6 a TITLE DATE OA IP@ *at SIGNATURE TITLE 01—.5 DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft. may be operated for a period not In excess of 90 days. during which lime the PINK copy of this application must be carried In the aircraft. AC Form 8050.1 (5/03) (0052-00-62S-9007) EFTA00012683 EFTA00012684 3 u .'11 Ck T FNECISTrc ATIO11 ZOOS JUN 4 All 9 08 Y OKLikelOtIA CIT OKLAHOMA • ATTACHMENT TO AIRCRAFT RE9ISTRATION APPLICATION and (0 . 3 - 08 Reg #: N793TA Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.25% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 12.50% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10.) 3.125% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 3.125% of 100% Shown on Original form hereto 15.) 16.) Signatures: Title: Date: Chief Financial Officer of Flight Options, LLC Acting as Attorney-in-Fact for #1.2,3.4.5.6.7.8,9,10,11,12,13,14 6 -3-08 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application"). (II) that all of the information set forth on the Application is true and currect as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012685 EFTA00012686 i :.:.GISTR AMU BR 2063 JUN 9 AM 9 08 ..ALA;;Ji-iA CITY OKLAHOMA FORM APPROVED OMB NO 2120-0042 O UNITED STATES OF AMERICA ( U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION c AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- (i CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION (t NUMBER N793TA ! AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. c ( RK-244 (( DOES THIS S a DAY OFIlthe, 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL ) re W <a FLIGHT OPTIONS LLC 6.25% OF 100% ct x rt RICHMOND HIS., OH 44143 0 m 081560910237 a. $5.00 05/04/2008 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS .3 Pi OF 21.OJE, 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST Et Hil -I CHIEF FINANCIAL OFFICER -I RI OF FLIGHT OPTIONS, LLC cn ACTING AS ATTORNEY- IN-FACT FOR . r ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012687 EFTA00012688 •ic; `:1fl A DR 2008 JUN 4 R19 9 08 OXLAI:Oi IA CITY OKLAHOMA > K 0 o 0a v co LOAN 0 (For use on deals drawn under the September 1, 2003, Agreement) .<al CO FAA RELEASE 3 g Raytheon Aircraft Company Model annA ax Manufacturer's Serial No. RK-244 S Registration No. N793TA a rD Engine Make and Model Prat t& Whitney 3T151)-5 L a Engine Serial Nos. PCF- IA0747 & PC.F-JA0256 5. Propeller Make and Model N/A 8 N/A is) Propeller Serial Nos. o o co The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Ro' P e Security Agreement dated 5potemher 95 2001 , with 8 as Debtor, recorded by the Federal t K Aviation Administration on November 27 ,2001 , as Conveyance No. G000258* , which m > Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of > September 22 , 2003 recorded by the FAA on September 29,, 2003 as Conveyance No. R062973 hereby releases all of its interest in the collateral covered by said Security Agreement. Dated this 3 day of June , 2008 BANK OF AMERICA, NATIONAL ASSOCIATION AS By: nt The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this 3 day of June 2008, Raytheon Aircraft Raytheon Aircraft General Aviation Receivables Co Credit Co t Receivables Co ration By: By: By: Name: am Na Title: Contracts Manager Title: n tracts Manager Title: nr c s nager • This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. *and FAA Assignments dated September 25, 2001, recorded November 27, 2001, as Cony. No., G000258 with assignment from Raytheon Aircraft Credit Corporation to Raytheon Aircraft Receivables Corporation ("RARC") and from RARC to Bank of America, National Association, MBIA GA I OAN RELLASEDOC as Administrative Agent. EFTA00012689 EFTA00012690 Rt:GISTR TIO14 DR 2008 JUN 9 AM 9 08 OtaAlkiiii, CITY OKLAHOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000284925 SEE RECORDED CONVEYANCE G000258 ET AL DOC ID C013 PG 1 EFTA00012691 EFTA00012692 FORM APPROVED CMS No. 2120-0042 Accepted MO Jun/06/2008 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION INEDIMAL ASSAM& tialiCimarltaTIOSSara InCAO:CXY alt0O1AUTICAL Mann AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL AIR=',eon Aircraft Company 400A SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Individual O 2. Partnership O 3. Corporation Ve4. Co-owner O 5. Gov't. O 8. Nc41-Citiz°" NAME OF APPLICANT (Person(s) shown on evidence of ownership. II individual, give last name. first name. and middle initial.) 16.) Flight Options, LLC 6.25% of 100% 0 (2ee Attachment elei. „4.4 5'•-.DI "- CDS) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for firei tf i g.O. t its used. physical address must also be shown.) Number and street: Rita/ Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion DAUST be completed. A tease or dishonest answer to any question in this application may be grounds for punishment by fine and / or Imprisonment (U.S. Cods. Title IS, Sec 1001). III VWE CERTIFY: CERTIFICATION (1) That the above aircraft is owned by the undersigned applicant. who is a Wizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1-151 or Fenn 1-551) No b. O A non citizen corporation organized and doing business under the laws of (stale) and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign county: and (3) That legal evidence of Ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE TITLE(-Met Financial Offlr_eroATE i sm S2 I— 3,e of Flight Options, LLC 6-a-i-c* a m TITLE DATE i P@ g MWILP e I TITLE DATE g % 12 NOTE Pending receipt of the CertifiCale of Aircraft Registration. the aircraft may be Operated for a ponce not in excess of 90 days, during which tirne the PINK copy Of this application must be earned in the aircraft. AC Fenn 13050-1 (5/03) (0052-00-628-9007) EFTA00012693 Vf101 Ail a V :.7510 IT.MV1 M0 OS I b id LZ Mild GOO? $13.:O1 .1.4 1/VC c311.4 ?... . EFTA00012694 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION di ged -al-O? Reg #: N793TA Model: Raytheon Aircraft Company 400A SiN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.25% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 3.125% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 12.50% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 3.125% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 3.125% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 3.125% of 100% Shown on Original form hereto 16.) Signatures: Title: Date: Chief Financial Officer of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3.4,5,6,7,8,9,10,11,12,13,14,15 --c)3-01c By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and cuffed as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012695 EFTA00012696 !"'"'" r. ::CR4FT RFC'S 2008 MY 27 pp IE0 OKLAHC:.:A.CITY OKI.J.YINA > FORM APPROVED OMB NO 21200042 UNITED STATES OF AMERICA 0 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE 03 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL 3 AND BENEFICIAL TITLE OF THE AIRCRAFT DES- 0 CRIBED AS FOLLOWS: UNITED STATES () REGISTRATION a a NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A N AIRCRAFT SERIAL NO. RK-244 DOES THIS dr DAY OF MAY, 2008 HEREBY SELL. GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO. FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER CORPORATE JET PARTNERS. LLC 3.125% OF 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS arr" DAY OF MAY, 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) N. ce FLIGHT OPTIONS, LLC CHIEF FINANCIAL OFFICER ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012697 A l!O ;";:e1171)10 0:; tdd L2 . ; •• e Livez:u.; ..1...n EFTA00012698 FORM APPROVED OMB NO 7120.0042 UNITED STATES OF AMERICA ._ .. _. ......._._....... _......................_...._......._......._.. AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER 8, MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS cITITH DAY OF MAY, 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In The Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER - 6.25% OF 100% TRUSTEES OF THE AND EMERY FAMILY TRUST AGREEMENT DATED JUNE 22, 1998 RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS ‘911" DAY OF MAY, 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) C N.) SELLER FLIGHT OPTIONS, LLC CHIEF FINANCIAL OFFICER ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING- HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012699 OS I Ltd a AN 802 EFTA00012700 FORM APPROVED O P.46 NO I 4 O O UNITED STATES OF AMERICA O III DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE .< 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL 3 AND BENEFICIAL TITLE OF THE AIRCRAFT DES- 0 CRIBED AS FOLLOWS: . 0 UNITED STATES REGISTRATION a0 NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A kt is) AIRCRAFT SERIAL NO. RK-244 DOES THIS pri DAY OF MAY, 2008 8 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Wole In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) PURCHASER MOUNTVILLE MILLS, INC. 6.25% OF 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS DAY OF MAY, 2r, 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) N.) SELLER FLIGHT OPTIONS, LLC CHIEF FINANCIAL OFFICER ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012701 EFTA00012702 2%8 MY 27 Pfl I 50 C;TY FORM APPROVED O OMB NO 2120-0042 O O UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION BERM AVIATION ADMINISTRATION 0 AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL B AND BENEFICIAL TITLE OF THE AIRCRAFT DES- 8 CRIBED AS FOLLOWS: . UNITED STATES 8 REGISTRATION a NUMBER N 793TA C AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THISO TH DAY OF MAY, 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Wm In This Btock IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) PURCHASER WELLS FARGO BANK NORTHWEST, N.A. - 6.25% OF 100% NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE OF TRUST AGREEMENT DATED JUNE 25, 1999 RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS gr DAY OF MAY, 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK (IF EXECUTED FOR (TYPED OR PRINTED) • IGN.) SELLER FLIGHT OPTIONS, LLC CHIEF FINANCIAL OFFICER ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HCA%KrelyggrED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012703 7:10;i 71:10 AJ.I3. 010/120 OS I Lid L2 NJ 9092 ;:...1a EFTA00012704 CERTIFIED COPY To BE REcnPnFD BV FAA O O O CA FAA RELEASE 0 Raytheon Aircraft Credit Corporation (the "Secured Party") as secured sC 0 party under the Security Agreements described and defined on Exhibit A attached hereto, ro hereby releases from the terms of the Security Agreements all of its right, title and interest 0 0 a in and to the collateral described in the Security Agreements. co Dated this 21' day of March, 2008. E.° O O CO RAYTHEON AIRCRAFT CREDIT 171 CORPORATION 3 EFTA00012705 EFTA00012706 ,w FILED WITH FAA :J.:CRAFT REGISTRATION :3g 2008 APR 1 Pill 1 22 OKLAIiOHA CITY OKLAHOMA ' •. „ .„ • . .• • EXHIBIT A Security Agreements Supplemental Aircraft Inventory Security Agreement dated as of June 13, 2003, between Raytheon Aircraft Credit Corporation ("RACC"), as secured party, and Flight Options, LLC ("FOLLC"), as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement dated as of June 12, 2003, between RACC and FOLLC, attached thereto), recorded by the Federal Aviation Administration (the "FAA") on July 17, 2003, as Conveyance Number S122733; Supplemental Aircraft Inventory Security Agreement dated October 4, 2004, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 7, 2005, as Conveyance No. YY039873; Supplemental Aircraft Inventory Security Agreement dated November 3, 2004, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 25, 2005, as Conveyance No. YY040015. References to the above described agreements include any agreements attached thereto, incorporated by reference therein, or described therein referencing liens, encumbrances or security interests in favor of RACC. (collectively the "Security Agreements"). EFTA00012707 EFTA00012708 FILED WITH F!.,;N 13k AST 9:EGISTRATiO RPR 1 P19 1 22 OKLAHOMA CITY OKLAHOMA DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000122904 ORIG #2903 RET'D M6T SEE CONVEYANCE YY039873 DOC ID C311 PG 3 N418CW SEE CONVEYANCE #YY039873 DOC ID C330 PG 5 6 YY040015 DOC ID C330 PG 1 N870BB SEE CONVEYANCE YY039873 DOC ID C312 PG 11 N56FF SEE CONVEYANCE #YY039873 DOC ID C333 PG 25 N462CW SEE CONVEYANCE #YY039873 DOC ID C375 PG 5 N482RK SEE CONVEYANCE #YY039873 DOC ID C343 PG 79 6 YY040015 DOC ID C343 PG 67 N787TA SEE CONVEYANCE #YY039873 DOC ID C329 PG 41 N793TA SEE CONVEYANCE #YY039873 DOC ID C344 PG 15 N805LX SEE CONVEYANCE #YY039873 DOC ID C322 PG 13 N821LX SEE CONVEYANCE #YY039873 DOC ID YY039873 DOC ID C324 PG 5 6 YY040015 DOC ID C324 PG 1 N800VR SEE CONVEYANCE #YY039873 DOC ID C316 PG 1 N862CW SEE CONVYANCE #YY039873 DOC ID C330 PG 1 N21LL SEE CONVYANCE #YY039873 DOC ID C319 PG 1 N711AW SEE CONVEYANCE #YY039873 DOC ID C343 PG 7 N619TA SEE CONVEYANCE #YY039873 DOC ID C316 PG 29 N61HT SEE CONVEYANCE #YY039873 DOC ID C316 PG 27 N481CW SEE CONVEYANCE #YY040015 DOC ID C321 PG 15 N445PK SEE CONVEYANCE eYY040015 DOC ID C320 PG 1 N449LX SEE CONVEYANCE #YY040015 DOC ID C330 PG 5 N441LX SEE CONVEYANCE #YY040015 DOC ID C315 PG 1 N384EM SEE CONVEYANCE #YY040015 DOC ID C325 PG 1 N523PB SEE CONVEYANCE #YY040015 DOC ID C314 PG 37 N620RM SEE CONVEYANCE #YY040015 DOC ID C320 PG 1 EFTA00012709 EFTA00012710 0 re3 I A Insured Aircraft Title Service, Inc. WHEN REGISTERED RETURN TO May 1, 2007 CENTRAL RECORDS 9931x . PON A NUMBER MANGE stell 793.14 FAA Aircraft Registry 18 JUN 18 2007 Support Section To Whom It May Concern: Please assign N493LX to the following aircraft: N793TA Raytheon Aircraft Company 400A S/N RK-244 On behalf of our customer: lions LLC Richmond Heights, OH 44143 The $10.00 fee has previously been paid. If you have any questions, please contact the undersigned at 681-6663. Thank you, Serving the Aviation Industry for over 40 years EFTA00012711 EFTA00012712 FILED WITH F &IFCRAFT R AA ECISTRATION BR 2007 MY 1 fill 9 OKLAHOMA CITY OKLAHOMA • • FORM APPROVED OMB NO. 2120-0042 • 0 UNITED STATES OF AMERICA te ( al OMENN TIMONIUMMUMMONMININIMINN AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL „ AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 6TH DAY OF DEC., 2007 HEREBY SELL, GRANT, TRANSFER AND • DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) CZ ILI CO FLIGHT OPTIONS LLC 6.25% OF 100% < I ° RICHMOND HTS., OH 44143 re D Q. 073461314028 55.00 12J1212007 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6TH OF DEC., 2007. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SELLER BUDCO HOLDINGS, LLC CHIEF FINANCIAL OFFICER OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR BUDCO HOLDINGS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012713 EFTA00012714 FILED WITH FA A AIRCRAFT • '07 DEC 12 Pf9 12 12 OKLAHUr.A CITY OKLAHOMA • • O FORM APPROCED OMB No. 21209042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION O FIMERAL AVIATION Misailiewisumoissz NoistossEY AERONAUTICAL COTTEN IT -1 co AIRCRAFT REGISTRATION APPLICATION ' CERT. ISSUE DATE° UNITED STATES co REGISTRATION NUMBER AIRCRAFT MANUFACTURER 8 MODEL N 793TA 0 Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. C RX-244 FOR FAA USE ONLY 0 TYPE OF REGISTRATION (Check one box) 0) 0 1. Individual 0 2. Partnership 0 3. Corporation K4. Co-owner 0 5. Gov't. 0 B. rCtn-C `bzen orporanon O O co NAME OF APPLICANT (Person(s) shown on evidence of ownership II irsOlvkket give last name, fIrst'name, and middle initial.) 12.) Flight Options, LLC 28.125% of 100% 4110@ae Attachment Ciik:tecic la( (WO7) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for FT •arO' 1 P.O. L is used. physical address must also be shown.) Number and street Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed- A false or ckshonost answer to any question in this application may be grounds for.Puilishment by fine and I or imprisonment (U.S. Code. Title 18, Sec. 1001). ill CERTIFICATION IAN'E CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who Is a citizen (including corporations) of the United States. (For voting Mist, give name of trustee: ) or' CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1.151 or Form 1-551) No. Anon-citizen corporation organized and doing business under the taws or (state) b. 0 and said aircraft Is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE Chief Financial OfticerogrE TITLE of Flight Options, LLC EACH PART OF THIS TITLE i lta_to-1 DATE APPLICATION MUST thD-- BF SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which lime the PINK copy of thiS LipptiCatiOn meal be carried Si the aircraft. AC Form 8050-1 (5/03) (0052-00-628.9007) EFTA00012715 EFTA00012716 FILED VJITH FAA ' 1 AIRCRAFT :RECtSTRATICoo '07 DEC 12 P19 12 12 OKLAHOMA CITY OKLAHOMA S et Mt ATTACHMENT TO AIRCRAFT. REGISTRATION APPLICATION a awn (.3 Reg #: N793TA Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.25% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 3.125% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto Signatures: Title: Date: Chief Financial Officer of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4,5,6,7,8,9.10,11 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the -Application-), (II) that all of the information set forth on the Application is true and coned as of this date, and (III) the Application may be executed by the codvmers by executing separate counterpart signature pages. each of which when so executed and deli-vele., shall be an original, but all such counterparts shall together constitute but one and the same application EFTA00012717 EFTA00012718 r '9LED no. • AIRCRAFT REGIs 12 '07 DEC 12 PEI 12 Y OKLA:Li:A CAIT OKLAHOM C1 .1 00036317 CERTIFIED COPY TO BE RECORDED BY FAA FAA RELEASE YANCE RECORDED Dated as of November1O,/uutVE, Raytheon Aircraft Credit Corporation hereby (i) releasehfigw ith9clertmaithoncumbrances described and defined on Exhibit A attached hereto, all dtalYs ittit,lifle Arid intera in and to any and all collateral described in and subject to the EncumbranieE tpsitclinkikplgot limited to any aircraft, engines, propellers, lease agreements, spare parts (at Na§vaisilmityppliances (at all locations)) and (ii) confirms that the Encumbrances and any lens and security interests created thereby are hereby terminated. [The remainder of this page is intentionally left blank] SEE RECORDED CONVEYANCE NUMBER r er- 0-40384, DOC ID C.-3V) PAGE A/72300147.2 EFTA00012719 EFTA00012720 FILED WITH (:PITT '07 DEC 9 FM 11 36 (;;;L:.. ..•;,.. :ATV OKLAHOMA / This FAA Release was executed as of the date noted above. A/72300147 2 EFTA00012721 _ i EFTA00012722 Y. EXHIBIT A ENCUMBRANCES (collectively the "Encumbrances") 1. Supplemental Aircraft Inventory Security Agreement dated as of June 13, 2003 between Raytheon Aircraft Credit Corporation ("RACC"), as secured party, and Flight Options, LLC ("FOLLC"), as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between RACC and FOLLC, attached thereto), recorded by the FAA on July 17, 2003, as Conveyance Number SI22733, which was supplemented by the following supplements: • Supplemental Aircraft Inventory Security Agreement dated October 27, 2003 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 1, 2003 and assigned Conveyance No. QQ028098 • Supplemental Aircraft Inventory Security Agreement dated December 18, 2003 between RACC, as secured party, and FOLLC, as debtor; which was recorded by the FAA on March 29, 2004 and assigned Conveyance No. R064367 • Supplemental Aircraft Inventory Security Agreement dated March 12, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 30, 2004 and assigned Conveyance No. E003894 • Supplemental Aircraft Inventory Security Agreement dated April 8, 2004 between RACC, as secured party, and FOLIC, as debtor, which was recorded by the FAA on May 5, 2004 and assigned Conveyance No. E003915 • Supplemental Aircraft Inventory Security Agreement dated May 6, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 23, 2004 and assigned Conveyance No. T075758 • Supplemental Aircraft Inventory Security Agreement dated July I, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December 1, 2005 and assigned Conveyance No. VV022039 • Supplemental Aircraft Inventory Security Agreement dated June 10, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 2, 2004 and assigned Conveyance No. TT019008 • Supplemental Aircraft Inventory Security Agreement dated July 30, 2004 between RACC, as secured party, and FOLIC, as debtor, which was recorded by the FAA on September 2, 2004 and assigned Conveyance No. IT019346 • Supplemental Aircraft Inventory Security Agreement dated May 27, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 4, 2005 and assigned Conveyance No. TT020384 A/72300147.2 EFTA00012723 . . EFTA00012724 • Supplemental Aircraft Inventory Security Agreement dated December 24, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 3, 2005 and assigned Conveyance No. HH039232 • Supplemental Aircraft Inventory Security Agreement dated September 9, 2004 between RACC, as secured party, and FOLIC, as debtor, which was recorded by the FAA on April 13, 2005 and assigned Conveyance No. YY039919 2. Aircraft Inventory Security Agreement dated as of June 21, 2005 between Flight Options, LLC and Raytheon Aircraft Credit Corporation, which was recorded by the FAA on July 11, 2005 and assigned Conveyance No. X149575 3. Aircraft Inventory Security Agreement dated as of September 7, 2005 between Flight Options, LLC and Raytheon Aircraft Credit Corporation, which was recorded by the FAA on October 12, 2005 and assigned Conveyance No. SS023475 A/72300147.2 EFTA00012725 i hereby certify that% anginal ceorreCt .thrP hacaideyidnihkomarevititrueharedtah:dth VI-I0HV1V0 t" ••• • • ';'`40 9C TT td9 ti 3311 /0. Hid/A arild EFTA00012726 *FORM APPROVED rot OMB No 2120-0342 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL swallow soswermsnoffsmics orifirreser sirsicifuurncaL cent KA) • AIRCRAFT REGISTRATION APPLICATION CERT. I UE DATE RE431 UP STRA ED rT71 OS J A; E ULER N 793TA AIRCRAFT MANUFACTURER a MOOEL Raytheon Aircraft Company 400A 'unclips won. NO. RK-244 Nr a FO jaHn O Y till TYPE OF REGISTRATION (Check one box) 0 1. Individual O 2. Partnership C 3. Corporation ( ( 4. Co-owner C 5: Gov't. 0 B. ba- itizen NAME OF APPLICANT (Person(s) shown on evidence.of ownership. II indivklual. give last name, first name, and middle initial.) 13.) Flight Options, LLC 21.875% of 100% illi&e Attachment Azd-ca .BtCt(01) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for fl tistegagi.O. nes used, physical address must also be shown.) Number and street: Rural Rothe: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A tease or dishonest answer to any guesbon ,n this application may be grounds for punishment by fine and I or ImpriSairnrarir (U.S. Code. Two is, Sec. 1001). III VWE CERTIFY: CERTIFICATION (1) That the above aircraft Is owned by the undertugnod applicant, who is a citizen (including corporations) of the United States. (For voting trust give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a. O A resident alien, with ellen registration (Form 1-1S1 or Form 1-551) No. b. 0 A non-citizen corporation organized and doing business under the laws of (state) and said aircraft Is based end primarily used in the United States. Records or flight hours are wailatio tor insidection at (2) That the aircraft is not registered under the Sews of any foreign country: and (3) That legal evidence of ownership Is attached or has been filed with the Federal Aviation Administration • NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE TITLE Vice President, Sec. g elf g of Flight Options, LLC Gt a TITLE OAT rn 5 SIGNATURE TITLE DATE 6 NOTE Pending receipt of the Certificate of Aircraft Registration. the aircraft may be operated tor a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (5/03) (005240428-9007) EFTA00012727 4 fen 9 19A a •. -1 -A • • • • ••• AM. fa VW:OH:VIN Alto VP4O O 14V1NC IS TT WV .6 NW 10 02 88 NOUV OISI0j8 .1 tt.d HilM• .4 1/832.isV 0311.4 , of EFTA00012728 ro ATTACHMENT TO AIRCRAFTSEGISTRATION W APPLICATION 44 0.1-eci 3/cilori la Reg #: N793TA Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Vice President, Sec 8 CFO of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4,5,6.7,8,9,10,11,12 By Signing above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the 'Application"). (II) that all of the information set forth on the Application is true and curtest as of this date. and (Ill) the Application may be executed by the co.owners by executing separate counterpart signature pages. each of which when so executed and defwered shall be an original, but all such counterparts shah together constitute but one and the same application. EFTA00012729 EFTA00012730 AI OLEO R C R AFT R WITH FAA EGIS T R A TION 2007 MA R BR 9 Firl OK 11 51 LA H OMA. O K CIT L A HOMA Y • FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION i,.,.. FEDERAL sitnemON miamestnemoe-aseica cinder AanceutuniCAL canna L.') AIRCRAFT REGISTRATION APPLICIVON ' CERT. ISSUE GATE UNITED STATES MI REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Ccupany 400A -1 ierVet —. AIRCRAFT SERIAL No. RK-244 S o t-'1 FOR FAA USE ONLY TYPE OF REGISTRATION (Check ors box) • O I. Individual O 2. Partnership O S. Corporation 4 .X4. Co-owner O S. Gov't. O 8. rtn'ettizen corp NAME OF APPLICANT (Person(s) shown on evklance of ownership tf indivklual, ghee last name. first . name. and middle initial.) 12.) Flight Options, LLC 28.125% of 100% ID CSee Attachment Ciet-frA, a 1510 - 1) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for fl t t if P.O. ¢ used. physical address must also be shown.) Number and street Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest t Y a , l. th • application may be grounds tor punishment try fine and , or imprisonment (U.S. Code, Tale Itil Sec 1C01) 11110 - CERTIFICATION (I) That the; above aircraft is owned by the undersigned applicant. who is a onion (including corporations) of the united States- (For voting trust give name Of trustee: ) or: CHECK ONE AS APPROPRIATE: a. O A resident alien, with alien registration (Form 1.151 or Form 1-551) No b. 0 A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarity used in the United States. Records or flight hours are available for Inspection at (2) That the an raft Is not registered under the laws of any foreign country: and (3) That legal evidence of Ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If °scouted for co-ownerahip all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE TITLE Vice President, Sec. hgcePD f EACH PART OF THIS of Flight Options, LLC 14 Cr ./ TITLE ' DA APPLICATION MUST • •' ' sCi# la BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may bo operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (5/03) (0352-00-828-9007) EFTA00012731 EFTA00012732 FILED WITH FAA MRCRAFT REGISTRATION .B-fl' 2007 MAR 5 Pr 1 ,38. OKLAHOMA CITY OKLAHOMA ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION ditita 3/51bi tz Reg #: N793TA Model: Raytheon Aircraft Company 400A SiN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.25% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 3.125% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto Signatures: Title: Date: Vice President, Sec & CFO of Flight Options. LLC Acting as Attorney-in-Fact for #1,2.3.4.5.6.7.8.9.10.11 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050.1 Aircraft Registration Application, to which this page is attached (the "Application-1. (II) that all of the information sel forth on the Application is true and currect as of this date, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original. but all such counterparts shall together constitute but one and the same application. EFTA00012733 EFTA00012734 ILO WITH FAA AIRCRAFT REGISTRA TION BR EON MR 5 Prl 1 38 OKLAHOMA CITY ' OKLAHOMA • • fas ta • U.S. Departrnent Flight Standards Service of Transpodation Aircraft Registration Branch, , Oklahoma 13125-0504 AFS•750 Federal Aviation oil rife: Administration WEB Address: April II, 2007 NUMBER CHANGED TO CANGE IATS LLEJ> ATM. JENNIFER LUDWICH PD ROOM DATE 04 ION 11200L Dear Sirs: The FAA Aircraft Registry issued an AC Form 8050.64, Assignment of Special Registration Marks, on 793TA. This form authorized the use of special registration mark N493LX on Raytheon Aircraft Co, model 400A aircraft, serial number RK-244 N793TA. The authorization form was to have been signed and returned to this office within 5 days after the special registration number was painted on the aircraft. It has not yet been received. Clarification as to the status of the number change is needed so that the certificate of registration may be issued reflecting the correct registration number. Please furnish this clarification by checking the applicable block and signing below: The special registration mark HAS BEEN painted on the aircraft. The special registration mark HAS NOT BEEN painted on the aircraft but will be at a later date. Please extend authorization for use of the special number. Enclosed is a $10 fee required to reserve the number. The special registration mark WILL NOT BE USE owner itlt m60, 4412flky7 Date Additional Requirements: Legal Instruments Examiner Aircraft Registration Branch 071201328548 $10.00 04/3012007 •• . AFS•750-103- I (7/04) EFTA00012735 EFTA00012736 FILED WITH FAA AIRCRAFT REGISTRA TION BR 10 2007 RPR 30 P1l 1 OKLAHOMA CITY OKLAHOMA ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number N Q Aircraft Make and Model 493LX u.S.Depertment RAYTHEON AIRCRAFT COMPANY ciTralswtotion 400A Present Registration Number wardmaison Serial Number Administration RK —244 7150010 N 793TA Issue Date: . ICAO AIRCRAFT ADDRESS CODE JANUARY 30, 2007 FOR N493LX = 51416115 This is your authority to change the United States registra- tion number on the above described aircraft to the special SOUTHEASTERN MILLS INC registration number shown. Carry duplicate of this form in the aircraft together with the C/U FLIGHT OPTIONS LLC old registration certificate as interim authority to operate the RICHMOND HEIGHTS OH 44143-1453 aircraft pending receipt of revised certificate of registration. Obtain a revised certificate of airworthiness from your near- est Flight Standards District Office. ," INC ASCENT Il LLC The latest FAA Form 8130-6, Application For Worthiness ET—AL OCTOBER 01, 1999 The airworthiness classification and category: STO TRANSP INSTRUCTIONS: SIGN ANU RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is di placed on the aircraft. A revised certificate will then be issued. Ill, The authority to use the special number expires: JANUARY 301 2008 CERTIFICATION: I certify that the special registration number was placed on the RETURN FORM TO: aircraft described above: i. ., i : • . istry, AFS-750 Signature of Owner • . 'ma ity, Oklahoma 73125-0504 Title of Owner. Date Placed on Aircraft: AC Form 805044 (512005) Supersedes Previous Edition EFTA00012737 II II EFTA00012738 Insured Aircraft Title Service, Inc. DATE: -023-07 "9311 FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION 793TA OKLAHOMA CITY, OK 18 JAN 3 0 2807 Gentlemen: Please reserve N in NAME ONLY for: *********** ******* *•* Ic************** ************ ***** ****** * ********** ** Please reserve N 4 6131—K for assignment to the following aircraft: 4137-fri Pak/than eLloo)1 RK--?44 Current N# Make Model Serial # Which is (1) being purchased by: or (2) is registered to: )C Opfiorw, Ltc, Payment of the required $10 fee per number to reserve it for one year is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. Please send the letter of confirmation or the 64 form to Insured Aircraft Title Service in the P.D. Room. Additional Information: N Number Consultant Serving the Aviation Industry for over 35 years EFTA00012739 EFTA00012740 ' FILED AIRCR WITH FAA A F T R E C ISTRATION BR 2007 AN 23 API 9 25 ,.OKLAHOM • A CITY OKLAHOM A OM No _O2 _mo _ _R _ UNITED STATES OF AMERICA ... iNi U.S. BEPARIMBIT OF TRANSPORTATION MEAL AVIAN!' MIMMISIRMIN AIRCRAFT BILL OF SALE CORVE.YANCE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL RE.ORDED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES • NI? RPR 3 RII 7 52 REGISTRATION FEDERAL AVIATION NUMBER N 793TA _ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS q TH DAY OF MAR., 2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Mlle In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL IS). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER BUDCO HOLDINGS, I,I,C 6.25% OF 100% 070681243592 RICHMOND HEIGHTS, OH 44143 $5.00 03/49/21)07 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS CP R DAY OF MAR., 2007. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) R (TYPED OR PRINTED) IGN.) SELLER FLIGHT OPTIONS, LLC VICE PRESIDENT SECRETARY & CFO ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012741 EFTA00012742 FILED W AIRCRAFT R ITH FAA EGISTRATION BR N I M A R 9 F M 11 51 OKLAHOMA C ITY OKLAHOMA FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA 5 1 3 1 0 3 06 ILL IEMIIIMBIIMIIIIIMMIRMill FEDERAL AIRMEN ADMINISIBATION ul al AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE CONVEYANCE UNDERSIGNED OWNER(S) OF THE FULL LEGAL REOSADED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES 2001 AFR 3 Ali 7 52 REGISTRATION NUMBER N793TA FEDERAL AViATIOW AIRCRAFT MANUFACTURER & MODEL ADAINISTRATtOti RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 28TH DAY OF FEB., 2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Wale In This Bloat IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS LLC 9.375%0F 100% RICHMOND HTS., OH 44143 070641340232 $5.00 03/05/2047 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 281H OF FEB., 2007. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO.OWNERSHIP. ALL MUST SELLER KITTLES FLIGHT 01'S, VICE PRESIDENT. SECRETARY LLC & CFO OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR KITTLES FLIGHT OPS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012743 EFTA00012744 FILED WITH FA AIRCRAFT REGISTR A ATION BR 2001 PIRR S Pll 1 3 8 OKLAHOMA CITY OKLAHOMA FORM APPFtOVED7: 11 OMB No. 2120-0042_ r— UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION Son NONRONEY AERONAUTICAL CENTER t.:•l AIRCRAFT REGISTRATION APPLICATION la CERT. ISSUE DATE NI • UNITED STATES REGISTRATION NUMBER 793TA AIRCRAFT MANUFACTURER a MODEL Raytheon Aircraft Company 400A HK 0CT 0 5 20051 AIRCRAFT SERIAL No. . -• RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Individual O 2. Partnership O 3. Corporation Ad ( 4. Co-owner O 5. Gov't. O 8. Corporation NAME OF APPLICANT (Person(s) shown on evklenoe of ownership. It individual, give last name, first name, and middle in ad.) 13.) Flight Options, LLC 18.75% of 100% 0 (S_ee Attachment CL,Ct-I-CAt CI li '.1(:)(0) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for hat .Ors .O. tit's used. physical address must also be shown.) Fll i Number and .asst: Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A tame or dishonest answer to any question in this application may be grounds for punishment try Pi ne and /Or Imprisonment (U.S. Code, Title 18. Sec. 1001). 4 . CERTIFICATION WYE CERTIFY: (1) That the above aircraft Is owned try the undersigned applicant. who is a citizen (including corporations) of the United States. (For voting Duet gale nom* of trustee: ) or' CHECK ONE AS APPROPRIATE: a. O A resident alien. with alien registration (Fenn 1-151 or Form 1-551) No b. O Anon-citizen corporation Organized and doing business under the taws of (slate) and said aircraft is based and pnmarily used in the United States. Records or flight hours are available for ... inspection at (2) That the aircraft Is not registered under the laws of any foreign country: and (3) That legal evidence of ownership Is attached or has been fi led with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. Assistant Secretary f DATE ght Options, LLC 91 140 4° DATE 4H 3 DATE - U. NOTE Pending receipt of the Certificate of Aircraft Registration, the almraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be canted in the aircraft. AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00012745 EFTA00012746 FILED WITH FAA AIRCRAFT REGISTRATION BR 2006 SEP 12 PP1 1 23 OKLAHOMA CITY OKLAHOMA ATTACHMENT TO AIRCRAFT REGIST APPLICATION el I No 111 Reg #: N793TA Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 9.375% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact for #1.2.3.4.5.6,7,8.9,10,11,12 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Airuaft Registration Application, to which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and curved as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012747 EFTA00012748 F I L ED AIRC R WITH A F T RE FAA CIST RATIC 2006 SEP H BR 12 P r] 1 23 OKL A H O MA C OKLA ITY HOMA FORM APPROVED OMB NO. 2120-0042 pe. H K 0 3 0 0 09 UNITED STATES OF AMERICA CAI 0 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONVEYANCE FOR AND IN CONSIDERATION OF $1.00 ovc THE RECORDED UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES 6 OCT 5 PM 1 56 REGISTRATION FE 3ERAL AVIATION NUMBER N793TA ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 29T" DAY OF AUG., 2006 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Wnte In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) re w ch FLIGHT OPTIONS LLC 6.25% OF 100% < I (-) cc RICHMOND HTS., OH 44143 m a 062551328203 $5.00 09/12/2000 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 29TH OF AUG., 2006. NAME (S) OF SELL: TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) W ILI ASSISTANT SECRETARY -I -I Ill OF FLIGHT OPTIONS, 1.1C c° TRUSTEES ACTING AS ATTORNEY- IN-FACT FOR ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012749 EFTA00012750 FILED WIT AIRCR H FAA A F T RE GISTRATIO NB R 21i SEP 12 Pfl 1 23 OKLAHOM A CITY OKLAHOM A CC AUG 2 4 2006 MEMORANDUM TO THE FILE The copy of the release recorded as conveyance number CCO21266 on May 25, 2006 was imaged without the back page showing the certification as a true copy. Attached is a copy of the back page of micro number 1356, filed 4/20/2006, recorded 5/25/2006 as conveyance number CCO21266, which shows the certification as a true copy of the original release. EFTA00012751 I 4. EFTA00012752 EFTA00012753 P9/14FPS/0.-11 RapEaL14 T I S !•I 8R u!6po ay) VA 6078 "e l l% ftfc 1111111 30 OKLAHOMA CITY OKLAHOMA et L EFTA00012754 CC AUG 24 2006 MEMORANDUM TO THE FILE The copy of the release recorded as conveyance number CCO21257 on May 18, 2006 was imaged without the back page showing the certification as a true copy. Attached is a copy of the back page of micro number 1351, filed 4/20/2006, recorded 5/18/2006 as conveyance number CCO21257, which shows the certification as a true copy of the original release. EFTA00012755 g [ EFTA00012756 Alla Vi1011V13i0 I hereby certify that I (le I I ULI 02 licibli compared the fore- with the original ICJIlti113103111 d it is a true and correct VVj HilAt 031 -13 EFTA00012757 EFTA00012758 RTIFIED COPY Re4tiRDED OWFAA CCO?1.266 FAA RELEASE .CONVEYAOCE RECORDED 1-"t•j''~rW 25- Raytheon Aircraft Credit 0:•.• 1° 53 tion 07 0'6 ,1141 e2u5rmfins,..„..., .....FECERAI_Wpriltl! as ,, Segureq . party. 240440440).*• ftichiiiit A attaat heitiill;:ii4; terms of ifir ;Secuki 44 Agreements alt of its right, title and interest in and tothe collate/Wide:scribed in the Security Agreements. Dittoihis ip34.(174,of:.• tto"..1k Raytheon Aircraft Credit Corporation • .. Mlle: President RtooRmteMaire$ . trim; V Voa,16/V, Doctor. 3 10 EFTA00012759 • EFTA00012760 Exhibit A Security Agreements Aircraft Inventory Security Agreement dated as of June 1, 2005 between Raytheon Aircraft Credit Corporation ("RACC"), as secured party, and Flight Options, LLC ("FOLLC"), as debtor, which was recorded by the FAA on June 29, 2005 as Conveyance No. DD025607, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 20, 2005 as VV021531; Aircraft Inventory Security Agreement dated as of June 8, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 29, 2005 as Conveyance No. J1003877, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 21, 2005 as Conveyance No. VV021537; Aircraft Inventory Security Agreement dated as of June 10, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 21, 2005 as Conveyance No. VV021562, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 22, 2005 as Conveyance No. VV021563; Aircraft Inventory Security Agreement dated as of June 16, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 22, 2005 as Conveyance No. 2006424. as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19. 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 20, 2005 as Conveyance No. VV021527; Aircraft Inventory Security Agreement dated as of June 17, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 26, 2005 as Conveyance No. MM028138; Aircraft Inventory Security Agreement dated as of June 24, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 21, 2005 as Conveyance No. HK027548; as further amended by the Amendment to Aircraft Inventory 'Security Agreement dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 20, 2005 as Conveyance No..VV021528; Aircraft Inventory Security Agreement dated as of June 25. 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 22, 2005 as Conveyance No. E006796; Aircraft Inventory Security Agreement dated as of June 30, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 15, 2005 as Conveyance No. 6006516; as further amended by the Amendment to Aircraft Inventory Security Agreement 20640/ EFTA00012761 . EFTA00012762 dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 8, 2005 as Conveyance No. VV021481; Aircraft Inventory Security Agreement dated as of June 30, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on January 12, 2006 as Conveyance No. VV022224; Aircraft Inventory Security Agreement dated as of July 7, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 19, 2005 as Conveyance No. E006332; Aircraft Inventory Security Agreement dated as of July 9, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on October 28, 2005 as Conveyance No. SS023538; Aircraft Inventory Security Agreement dated as of July 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on August II, 2005 as Conveyance No. 7.1306556; Aircraft Inventory Security Agreement dated as of July 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 29, 2005 as Conveyance No. PP029006; Aircraft Inventory Security Agreement dated as of July 23, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November I, 2005 as Conveyance No. VV021846; Aircraft Inventory Security Agreement dated as of July 27, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on October 14, 2005 as Conveyance No. F092733; Aircraft Inventory Security Agreement dated as of July 29, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 28, 2005 as Conveyance No. VV021986; Aircraft Inventory Security Agreement dated as of August 4, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 22, 2005 as Conveyance No. VV021575; Aircraft Inventory Security Agreement dated as of August 12, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 15, 2005 as Conveyance No. VV021520; Aircraft Inventory Security Agreement dated as of August 23, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December 29, 2005 as Conveyance No. VV022131; 20640/ EFTA00012763 EFTA00012764 Ut In Aircraft Inventory Security Agreement dated as of September 2, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on January 3, 2006 as Conveyance No. VV022160; Aircraft Inventory Security Agreement dated as of September 4, 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 14, 2005 as Conveyance No. HH04O608; Aircraft Inventory Security Agreement dated as of September 14, 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 28.2105 as Conveyance No. VV021992; Aircraft Inventory Security Agreement dated as of September 23, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 18, 2005 as Conveyance No. VV021967; Aircraft Inventory Security Agreement dated as of September 26, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 29, 2005 as Conveyance No. VV022002; Aircraft Inventory Security Agreement dated as of September 29, 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 8, 2005 as Conveyance No. VV021887; Aircraft Inventory Security Agreement dated as of September 29, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 3, 2005 as Conveyance No. VV021863; Aircraft Inventory Security Agreement dated as of October 7. 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 3, 2005 as Conveyance No. VV021859; Aircraft Inventory Security Agreement dated as of October 18, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December 2, 2005 as Conveyance No. VV02205I; Aircraft Inventory Security Agreement dated as of October 26, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 10, 2005 as . Conveyance No. VV021913; Aircraft Inventory Security Agreement dated as of October 30, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 10, 2006 as Conveyance No. VV021912; Aircraft Inventory Security Agreement dated as of November 4, 2005, between FtACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 17, 2005 as Conveyance No. VV021939; 20640/ EFTA00012765 EFTA00012766 'a In m Aircraft Inventory Security Agreement dated as of November 12, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December 5, 2005 as Conveyance No. VV022063; Aircraft Inventory Security Agreement dated as of November 14, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December 28, 2005 as Conveyance No. VV022127; Aircraft Inventory Security Agreement dated as of November 22, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 28, 2006 as Conveyance No. HH041507; Aircraft Inventory Security Agreement dated as of November 22, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on January 3, 2006 as Conveyance No. VV022149; Aircraft Inventory Security Agreement dated as of November 24, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December 29, 2005 as Conveyance No. VV022130; Aircraft Inventory Security Agreement dated as of December 9, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 14, 2006 as Conveyance No. VV022477; and Aircraft Inventory Security Agreement dated as of December 23, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 2, 2006 as Conveyance No. VV022428. References to the above described agreements include any agreements attached thereto, incorporated by reference therein, or described therein referencing liens, encumbrances or security interests in favor of RACC. (collectively the "Security Agreements"). 20640/ EFTA00012767 9G an s q (24 rrjr76 EFTA00012768 CERTIFIED COPY ea TO•BE RECORDED BY FAA ccO?1 257 • I W GONVif:CANr;T: REC3107.0 FAA RELEASE 18 P19 1 '34 Raytheon Aircraft Credit Corporation (theraSiiiiitil.$4") as secured party •under the Security Agreements described and defined on Exhibit A attached hereto, hereby releases from theA rtelrm iR: S:frU.t11l uS 'Icurity Agreements all of its right, title and interest in and to the collateral described in the Security Agreements. Dated this on day of rkkaiwt-- , 2006. Raytheon Aircraft Credit Corporation By: Nam Title: President . SEE RECORDED CONVEYANCE SEE RECORDED CONVEYANCE NUMBER _V V01148ie NUMBER _e_0(../a0 DOC ID C__54:(e PAGE DOC IL) C :341 PAGE I • SEE RECORDED CONVEYANCL NUMBER /VIM 041 7 4;-/ 2064W • • • DOC ID C 314%3 PAGE, 0462r- Attt- - tb. /YUCT- EFTA00012769 % [ I EFTA00012770 a ra t:. 03 Exhibit A Security Agreements Supplemental Aircraft Inventory Security Agreement dated as of June 13, 2003 between Raytheon Aircraft Credit Corporation ("RACC"), as secured party, and Flight Options. LLC ("FOLLC"), as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between RACC and FOLLC, attached thereto), recorded by the FAA on July 17, 2003, as Conveyance Number S122733; Supplemental Aircraft Inventory Security Agreement dated October IS, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on January 20.2005 as Conveyance No. P002013; Supplemental Aircraft Inventory Security Agreement dated November 12, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on January 11, 2005 as Conveyance No. P001943; Supplemental Aircraft Inventory Security Agreement dated December 3, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on January 11, 2005 as Conveyance No.1076690; Supplemental Aircraft Inventory Security Agreement dated December 9, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on February 24, 2005 as Conveyance No. KK034949; Supplemental Aircraft Inventory Security Agreement dated December 15, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on June 23, 2005 as Conveyance No. DD025579; Supplemental Aircraft Inventory Security Agreement dated December 17, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on January 19, 2005 as Conveyance No. 7004687; Supplemental Aircraft Inventory Security Agreement dated December 28, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on January 12, 2005 as Conveyance No. P001963; Supplemental Aircraft Inventory Security Agreement dated December 28, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on February 8, 2005 as Conveyance No. HI-I039060; Supplemental Aircraft Inventory Security Agreement dated December 29, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on March 3, 2005 as Conveyance No. HH039223; 2064W EFTA00012771 .. EFTA00012772 a Ca to Supplemental Aircraft Inventory Security Agreement dated December 29, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on January 18, 2005 as Conveyance No. 1077264; Supplemental Aircraft Inventory Security Agreement dated January 14, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on January 31, 2005 as Conveyance No. HH038980; Aircraft Inventory Security Agreement dated as of January 18, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 22. 2005 as Conveyance No. Z006423; Aircraft Inventory Security Agreement dated as of January 22, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 7, 2005 as Conveyance No.1077420; Aircraft Inventory Security Agreement dated as of January 27. 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 4, 2005 as Conveyance No. RR030454; Aircraft Inventory Security Agreement dated as of January 28, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 22, 2005 as Conveyance No. MM027421; Aircraft Inventory Security Agreement dated as of January 28. 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 29, 2005 as Conveyance No. YY040080, as further amended by the Amendment No. IA to the Aircraft Inventory Security Agreement dated July 21. 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 13, 2005 as Conveyance No. VV021511; Aircraft Inventory Security Agreement dated as of February 2, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 22, 2005 as Conveyance No. KK035074; Aircraft Inventory Security Agreement dated as of February 3. 2005 between RACC, as secured • party, and FOLLC, as debtor, which was recorded by the FAA on May II, 2005 as Conveyance No. DD025405; Aircraft Inventory Security Agreement dated as of February 4, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 8. 2005 as Conveyance No. HH039251, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated April 5, 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 7, 2005 as 11036007; 20640/ EFTA00012773 .1. EFTA00012774 Aircraft Inventory Security Agreement dated as of March 18, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on May 5, 2005 as Conveyance No. YY040151, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated April 5, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 21, 2005 as Conveyance No. SS022819; Aircraft Inventory Security Agreement dated as of March 18, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 19, 2005 as Conveyance No. YY039962; as further amended by the Amendment to Aircraft Inventory Security Agreement dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 15, 2005 as Conveyance No. VV021521; Aircraft Inventory Security Agreement dated as of March 25, 2005 RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 28, 2005 as Conveyance No. X149528; as further amended by the Amendment IA to the Aircraft Inventory Security Agreement dated July 21, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 9, 2005 as Conveyance No. PP029412; and further amended by the Amendment to Aircraft Inventory Security Agreement dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 15, 2005 as Conveyance No. DD025867; Aircraft Inventory Security Agreement dated as of March 25, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 2, 2005 as Conveyance No. VV021083, as further amended by the Amendment IA to the Aircraft Inventory Security Agreement dated July 21, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on August 26, 2005 as Conveyance No. RR031704; Aircraft Inventory Security Agreement dated as of April I, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on May 4, 2005 as Conveyance No. YY040150; as further amended by the Amendment to Aircraft Inventory Security Agreement dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on October 19, 2005 as Conveyance No. VV021726; Aircraft Inventory Security Agreement dated as of April 8, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 27, 2005 as Conveyance No. YY040046, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 19, 2005 as Conveyance No. VV021526; Aircraft Inventory Security Agreement dated as of April 28, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 7, 2005 as Conveyance No. VV021131; Aircraft Inventory Security Agreement dated as of May 2, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 8, 2005 as Conveyance No. HH039708, as further amended by the Amendment to the Aircraft Inventory Security Agreement 20640/ EFTA00012775 EFTA00012776 dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September.26, 2005 as Conveyance No. VV021591; Aircraft Inventory Security Agreement dated as of May 13, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 16, 2005 as Conveyance No. SS022777, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005, between' RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 15, 2005 as Conveyance No. VV021523; and Aircraft Inventory Security Agreement dated as of May 20, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on August 3, 2005 as Conveyance No. R066884, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 22, 2005 as Conveyance No. VV021568. References to the above described agreements include any agreements attached thereto, incorporated by reference therein, or described therein referencing liens, encumbrances or security interests in favor of RACC. (collectively the "Security Agreements"). I CI ! t4 Ni • l• • 'es t , i ti. e•-;v 1.1 :: i fsdf yi;hso ydsioti 1 A . , r n, •LI,. I 1 .:A '4 ;,0 r• Teti silt bsisqmoa (- v.,6[P.,,hb su •-•-• Isnicic, slit rin‘v Ming"- .• • tenon bns suli s sill ns. .;,,,..ti t:i4Aa.4,..-,.-1 taw?kY;'• , p., ; . ,,:.O-..e.rml$4. hc.1- EFTA00012777 r „002.19z. it, 4R EFTA00012778 vvO222O5 r'.7.7Mrs CONVEY4NCE RECORDED FAA PARTIAL RELEASE ?096 JAN 11 PPJ 2 07 Raytheon Aircraft Credit Corporation (the "SecureittlaslaiRlioN secured party under the Security Agreement described ann ietilltW ANN Exhibit 4 attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in full force and effect. Dated this Er day of 2005. Raytheon Aircraft Credit Corporation By: Title: President 20640/ EFTA00012779 EFTA00012780 AIR FILED CP AF W T R ITH F I r 'S TR!.TAA ION '05D BR E C 2 9 PEI 3 2 OKLA 8 HO OKLA MA CITY HOMA as N3 a Exhibit A FAA Partial Release Security Agreement Aircraft Inventory Security Agreement dated as of January 28, 2005 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto as Exhibit A), recorded by the FAA on February 22, 2005 as Conveyance No. MM02742 I (collectively the "Security Agreement"). Released Aircraft Interest Three and one-eighth percent (3.125%) undivided interest (representing the undivided interest conveyed to Air Leader, Inc.) in and to the Aircraft defined below (the "Released Aircraft Interest"). Aircraft One (I) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RIC-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada model bearing manufacturer's serial numbers PCE- . JTI 5D-5 aircraft engines JA0256 and PCE-JA0257 (collectively the "Aircraft"). The engines described above are in excess of 750 rated takeoff horsepower. 20640 EFTA00012781 EFTA00012782 • FILED W AIRCR ;T AFT 2 HF ! f 'f•TRA AA TION B '05 DEC R 29 !'El 3 28 OKLAH O OKLAHMA CITY OMA FORM APPROVED. OMB No. 2120-004ga UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION 111.3 FEDERAL seriATION AMAINSISTIUMOIAMICE NOPRIONEY AERONAUTICAL CENTER 1:03 AIRCRAFT REGISTRATION APPLICATION CERT ISSUE DATE UNITED STATES N REGISTRATION NUMBER 793TA AIRCRAFT MANUFACTURER & MODEL Raythenn Aircraft Carpany 400A AIRCRAFT SERIAL No. VV JAN 0 5 2iiiso RK -244 FOR FAA USE ONLY TYPE OF REGISTRATION ((deck one box) 0 1. Individual O 2. Partnership O 3. Corporate'', CIX4 Co-owner (L) 5. Gov't. ,-, 1- 1 a Non-Citizen ' Corporation NAME OF APPLICANT (Person(*) shown on evidence of ownership. If individual. give test name. first name. and Middle initial) 40 14.) Flight Options, LLC 12.50% of 100% See Attachment TELEPHONE NUMBER: ( ADDRESS (Permanent melanin etiffroos for first aPtaicant listed.) (if P.O. BOX is used, physical address must also be shown. Flight Options, LLC Number and street: Rural Route P.O. Box. CITY I STATE ZIP CODE Richmond Heights OH 44143 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION? Read the following statement before signing this application. This portion MUST be completed. A false or cliShOriesl aorn.ar to any casonton in thin app'cation may be grounds for punt-J-imont by lino and/ or impnaonment (U.S. Code, Title is. Sec 1001). • MOVE CERTIFY: CERTIFICATION (1) That the above aircraft is owned by the undersigned applicant, wed re ea/bran (including corporations) of the United States. (For soling trust, give name of trustee" ) or: CHECK ONE AS APPROPRIATE: e- 0 A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. 0 Anon -citizen corporation organized and doing business under the laws of (state) and said aircraft Is based and primarily used in the United States. Records or flight hours we available for inspection at (2) That the aircraft is not registered under the twee of any foreign country: and (3) Thal legal evidence of ownership Is attached or has been fled with the Federal Aviation Administration. NOTE: if executed for co-ownership all aoDtiCantS must sign. Use reverse side if necessary. DATE istant Secretary o Options, LLC DATE NOTE Pending receipt of the Certificate of Aircraft Registration. the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be canted In the aircraft. AC Rom 8050-1 (5/03) (0052-00-828-9007) EFTA00012783 EFTA00012784 FILED WITH FAA CRAFT RI -r;STRATION BR 'Og'DEC 29 Pf9 3 28 oxi:AiiotiA CITY . OKLAHOMA • ... grant 0 N ATTACHMENT TO AIRCRAFT REGISTRATION ca APPLICATION 03 Reg #: N793TA Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.25% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 3.125% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 12.50% of 100% Shown on Original form hereto 9.) 9.375% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 3.125% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 3.125% of 100% Shown on Original form hereto 14.) le: Date: sistant Secretary of ht Options, LLC ling as Attorney-in-Fact for .2,3,4.5,6,7,8,9,10,11,12,13 1,91- del-05 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application,. (II) that al of the information set forth on the Application is true and cutrect as of this dale, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but al such counterparts shall together constitute but one and the same application. EFTA00012785 EFTA00012786 F AIRCRILED W I. FT ITH RI " FA SI R A TIOA '05 DEC NB R 29 PM 3 OKLA 28 H OKLAOMA CIT HOMA Y s.a FORM APPROVED FV OMB NO. 2120.0042 44 UNITED STATES OF AMERICA La U. s. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION v V 0 2 2 17 8 Ln ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE CONVEYANCE UNDERSIGNED OWNER(S) OF THE FULL LEGAL RECORDED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES ?n6 JAN 5 AP1 8 07 REGISTRATION FEDERAL AVIATION NUMBER N 793TA ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 13TH DAY OF DEC., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Wnte In TA14 Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) PURCHASER AIR LEADER INC. 3.125% OF 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS:TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 13TH DAY OF DEC., 2005. NAME (S) OF SELL TITLE (TYPED OR PRINTED (TYPED OR PRINTED) SELLER FLIGHT OPTIONS, • SSISTANT .ECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition gizAiter ona 9329ECOESO EFTA00012787 EFTA00012788 A I F IL E R C RAF D WI T R TH I ":f;T FA '0 5 D R A A EC 29 TioH BR P(9 OKL A 3 28 O HOM K LAHOA CIT MA Y ea FORM APPROVED fd OMB NO. 2120-0042 UNITED STATES OF AMERICA V V 0 2 2 17 7 ta U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONVEYANCE FOR AND IN CONSIDERATION OF $1.00 ovc THE RECORDED UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: ) 06 JON 5 fill 8 07 UNITED STATES REGISTRATION FEDERAL AVIATION NUMBER N 793TA ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 23R0 DAY OF SEPT., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not \Note In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) PURCHASER EMERIL AIR LLC 6.25% OF 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 23K0 DAY OF SEPT., 2005. NAME (S) OF SELL: TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) ui FLIGHT OPTIONS, L SSI STANT —i ...I ILI • ECRETARY U) ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012789 EFTA00012790 A FI LE IR C RAFTD WITH R! 5TRAFAA "05 DEC TION B R 29 °KIA 3 28 N :1 OKLG A .tilOP CITY IA vi VV021989 0 ry 01 CONVEYANCE RECORDED FAA PARTIAL RELEASE %NS NOV 28 1111 8 26 Raytheon Aircraft Credit Corporation (the "Securfeitaltart.ty,'NUON ADMINI$TRATION secured party under the Security Agreement described and defined on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in full force and effect. Dated this (-4 day of ot,An\on , 2005. Raytheon Aircraft Credit Corporation By: ME Title: President 20640 EFTA00012791 EFTA00012792 FILED WITH FAA H BR .AIRCRAFT REDISTRATIO 2005 OCT 6 ar1 10 46 • OKLAHOMA CITY OKLAHOMA r. N Exhibit A FAA Partial Release Security Agreement Aircraft Inventory Security Agreement dated as of January 38, 2005 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto as Exhibit A), recorded by the FAA on February 22, 2005 as Conveyance No. MM027421 (collectively the "Security Agreement"). Released Aircraft Interest Six and one-fourth percent (6.25%) undivided interest (representing the undivided interest conveyed to Emeril Legasse) in and to the Aircraft defined below (the "Released Aircraft Interest"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 20640 EFTA00012793 EFTA00012794 FILED WITH FAA AIRCRAFT RECISTRLTION BR aos OCT 6 liP1 10 96 OKLAHOMA CITY OKLAHOMA U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION N CROSS-REFERENCE--RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED Aircraft Inventory Security Agreement 7-29-2005 FROM DOCUMENT NO. Flight Options LLC \IV 0 a 1 CP26 TO OR ASSIGNED TO DATE RECORDED Raytheon Aircraft Credit Corp TIIE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: I i :* Q8- 6Nr i AIRCRAFT (List by regisnalion number) I TOT AI, NI IMRFR DWAINE!) II N254CW N288CW N427CW N731TA N802TA N491CW N47 I CW N793TAI N826CW N789TA N720TA Engines: Williams-Rolls F.I44-1A 1320 1321 1445 1446 P&W Canada ITI5D-5 PCE- 100233 PCE-IOO244 PCE-JA0316 PCE-JA0317 P-100360 P-I00361 PCE-JA0089 PCE-JA0091 PCE-JA0256 PCE-JA0257 PCE-JA0308 PCE-JA0307 Honeywell Intl TFE731-513R P-1O7448 P-1O7449 TFE731-5R P-91105 P-91152 P-IO7215 P-IO7214 ENGINES I TATA!. NUMBER INVOINFn 77 MAKE(S) SERIAL See Above NO. See Above PROPELLERS I TOTAI.NIIMIWR mot VA) • MAKE(S) SERIAL NO. SPARE PARTS --LOCATIONS I TATA! NI IMRFR notni.vpn LOCATION RECORDED CONVEYANCE FILED IN: N254CW, serial 525.0154, Cessna 525 AC FORM 8050-23 (1-96)(005240-S82-6000) EFTA00012795 I EFTA00012796 FORM APPROVED COS No. 21204,42 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION "w.,1 FEDOIAL AVIATCC011eaSTRATIOISNIKE alIONNONEV AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATC UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER 8. MODEL Raytheon Aircraft Company 400A aa SEP 13 2005 AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 8. Non-Oren O 1. Individual 0 2. Partnership 0 3. Corporation 12 4. Co-owner 0 5. Gov't. NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle Initial.) • '12.) Flight Options, LLC 21.875% of 100% See Attachment 8 0 Acec :.4) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant listed.) Flitht 0.tions LLC Number and street: Rural Route: P.O. Sox: CITY STATE ZIP CODE Richmond Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or deelerlest answer to any question in this application may be grounds for punishment by fine and / or imprisonment (U.S. Code. Title 18. Sec. 1001). CERTIFICATION ill IIWE CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust. give name of trustee: ) or CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1-151 or Form 1-551) No b. 0 A non-c:itizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used In the United States. Records or flight hours are available for inspection at (2) That the aircraft 111 not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. ust sign. Use reverse side it necessary -istant Secretarrn . ght Options, LL3n—act-cg ---W ta DATE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not In excess of 90 days, during which time the PINK copy of this application must be carried In the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00012797 EFTA00012798 FILED WITH FAA AIRCRAFT REGISTRATION BR 2005 JUL 29 API 10 54 OKLAHOMA CITY OKLAHOMA. ca ATTACHMENT TO AIRCRAFT REGISTRATION .14 Poi APPLICATION elaS e d . 03 Reg Si: N793TA Model: Raytheon Aircraft Company 400k SiNtr: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.25% of 100% Shown on Original form hereto 3.). 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 3.125% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 12.50% of 100% Shown on Original form hereto 9.) 9.375% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 3.125% of 100% Shown on Original form hereto 12.) 13.) Signatures: Title Date: nt Secretary of ptions. LLC s Attorney-in-Fact for 5.6.7.8.9.10.11 Ds By Signing above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application. to which this page is attached (the 'Applicationp, (II) that all of the information set forth on the Application is true and correct as of this date. and (III) the Application may be executed by the co-owners by executing separate Counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shad together constitute but one and the same application. EFTA00012799 EFTA00012800 I FILED WITH FAA AIRCRAFT REGISTRATION BR 2005 JUL 29 Fill 10 59 OKLAHOMA CITY OKLAHOMA ,, FORM APPROVED j n 20.0042 0, UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION 01 ADMINISTRATION AIRCRAFT BILL OF SALE EC0RDED FOR AND IN CONSIDERATION OF $1.00 ovreSNEEYANCE-F UNDERSIGNED OWNER(S) OF THE FULL LEGAL Q‘' AND BENEFICIAL TITLE OF THE AIRCRAFT Apk -cp 13 irri CRIBED AS FOLLOWS: t 45 1- UNITED STATES FEDERAL AVIATION REGISTRATION ADMINISTP, ATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 251" DAY OF JULY, 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL ($), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS. LLC 3.125% OF 100% RICHMOND HTS.,•OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 25TH OF JULY, 2005. NAME (S) OF SELL TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) CC w RONALD A. ELENBA ASSISTANT SECRETARY OF FLIGHT OPTIONS, LLC Tn ACTING AS ATTORNEY- IN-FACT FOR RONALD A. ELENBAAS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 9:0Z/FAO W'SS 9T0XITCJI291 L__ EFTA00012801 VWOMINO All0 VW0HV1)1 0 FIS (II WU 6Z 1111 SOO?. 80 N0LLYHISI$ 381.O831ilt VIII HAIM p3 11 4 EFTA00012802 J 3 p09995 ••••••%., aea RECORDED FAA PARTIAL RELEAWVEYANCE pos SEP 13 g 95 Raytheon Aircraft' Credit Corporation (t e "Secured ,Fsr,K) as FEDERL AYipo secured party under tile Security Agreement descriaNdiRIMRata( on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in full force and effect. Dated this 21day of ill , 2005. Raytheon Aircraft Credit Corporation By: Title: President SEE RECORDED CONVEYANCE NUMBER faa_fuzatha_ DOC ID_CeSLPAGE_L__ 20640 EFTA00012803 EFTA00012804 FILED WITH FAA AInCRAFT REGISTRATION OR 2005 JUL 29 fill 11 25 OKLAHOMA CITY OKLAHOMA • 0. Exhibit A FAA Partial Release Security Agreement Supplemental Aircraft Inventory Security Agreement dated as of June Q, 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto), recorded by the FAA on July 17, 2003, as Conveyance Number S122733; further secured by the Supplemental Aircraft Security Agreement dated January 28, 2005 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on February 22, 2005 as Conveyance No. MM02742 I (collectively the "Security Agreement"). Released Aircraft Interest Six and one-fourth percent (6.25%) undivided interest (representing the undivided interest conveyed Flight Options, LLC) in and to the Aircraft defined below (the "Released Aircraft Interest"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing • manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257. The engines described above are in excess of 750 rated takeoff horsepower. 20640 EFTA00012805 EFTA00012806 FAA FILED WITH BR GISTRATION AIP.',',RAFT RE 11 25 2005 JUL 29 RP1 CITY OKLAHOMA OKLAHOMA FORM APPROVED e OMB No. 21204042 Itca 'UNITED STATES OF AMERICA DEPARTPAF_NT OF TRANSPORTATION IN 3 p At. aviroldel AOlinserivicnoweillica lialetailirr AanCisinuTICAL. COMM rtE • - AIRCRAFT REGISTRA-GON APPLICATION CERT. ISSUE DATE II:a Li t UNITED MITED STATES -riaattinsurnoN NUMBER N 793TA /UPDRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 400A PCK JUL 1.8 2005 AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (CheM one box) 0 1. Individual • 2. Pastorship O 3. Corporation 53 4. Co-owner 0 5. Gov't. O 8. N'elizen Canperaten NAME OF APPLICANT (Pecoraro(*) shown on evidence of ownership. ft individual. give last name. first name. and middle initial.) ilo 13.) Flight Options, LLC 18.75% of 100% (lee Attachment 01430L-CCCQ --l e( 4 : ) -. . TELEPHONE NUMBER: ( ) ADDRESS (Permanent melting address for first applicant Nalad.)(ft P.O. BOX is used. physicaladdress must also be shown.) Fli-ht Options LLC Number and street: Rorie Route: P. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION? Reed the following statement before signing this application. This portion MUST be completed. A lamaor dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment (U.S. Code. Title le, Sec. loon. 41, CERTIFICATION VWE CERTIFY: (I) That the above aircraft Is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust give native of trustee. ) or- CHECK ONE AS APPROPRIATE: a. CIA resident seen. with alien registration (Form 1-151 a Form 1-551) No. b. CI A nOn-Cltizert corporalicws Organized and doing business under the laws of (state) an wed aircraft Is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign county: and (3) That legal evidence of ownership Is attached or has been filed with the Federal Aviation Administration. retiree Side II necessary. Sedretarymm ,_ tions, LLC 4....,„, 4:5-, DATE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK ooPy of this application most be carried in the aircraft. AC Feint 8050-1 (5/03) (0052-00-6213-900T) EFTA00012807 EFTA00012808 • .*WILto WITH FAA . 41..116.1kKFT•REGISTRATION F! FI • 2005 {TOY19 • P19 a 2€, -- - .0KLAHOMA.CtTY OKLAHOMA • ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION 436 Reg #: N793TA Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.25% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 3.125% of 100% Shown on Original form hereto 6.) 3.125% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 12.50% of 100% Shown on Original form hereto 10.) 9.375% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 3.125% of 100% Shown on Original form hereto 13.) Date: nt Secretary of Options, LLC as Attorney-in-Fact for 4,5,6,7,8,9,10,11,12 By signing above. the applicaM agrees and stipulates (I) to the terms. conditions and tartificalmn of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the 'Application"). (II) that as of the information set forth on the Application is true and curved as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012809 EFTA00012810 FILED WITH f AA AIRCRAFT REGISTRATION BR' 2005 FIR? 19 P11 3 26 OKLAHOMA CITY OKLAHOMA FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA iv U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION K K 0 3 5 8 0: ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE RECORDED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES 2005 JUL 18 PP1 3 25 REGISTRATION NUMBER N793TA FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 1ST DAY OF MAY, 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do NotFAAWrite In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS LLC 6.25% OF 100% RICHMOND HTS., OH 44143 • DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1 ST OF MAY, 2005. NAME (S) OF SELLER SIGNATU (S) TITLE (TYPED OR PRINTED) (IN INK) (IF CUT D FOR (TYPED OR PRINTED) C' OWNERS '.AL UST S SELLER COLAS, INC. 420STANT SECRETARY JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR COLAS, INC. ACKNOWLEDGEMENT (NOT. REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 91e./6r/9) C0*23 Tranaso EFTA00012811 EFTA00012812 FILED WITH FAA AIRCRAFT REGISTRATION BR 2005 Flfl? 19 PM 3 26 OKLAHOMA CITY OKLAHOMA FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION KK03580 ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE RECOROC AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES 2005 .RIL 18 Prl 3 2E REGISTRATION NUMBER N 793TA FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 191" DAY OF APR., 2005 ' HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Witte In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER 3.125%0F 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 19Th DAY OF APR., 2005. NAME (S) OF SELLE • TITLE (TYPED OR PRINTED) • ED OR PRINTED) SELLER FLIGHT OPTIONS, LL STANT ' ETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING' HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) . . ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012813 EFTA00012814 FILED WITH FAA AIRCRAFT RECISTRATICN BR 21305 flfIY 19 Pig 3 26 OKLAHOMA CITY OKLAHOMA KK 0 35 8 0 4 CONVEYANCE RECORDED FAA RELEASE ZOOS JUL 18 Fri 3 20 Raytheon Aircraft Credit Corporation (the "Secured Party") %DLit IATION ADMIN #ATION party under the Security Agreement described and defined on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Aircraft described and defined on Exhibit A attached hereto. Dated this day of , 2005. Title: President 20640 EFTA00012815 EFTA00012816 FILED WITH FAA AIRCRAFT REGISTRATION BR 2005NI 19 Pf9 3 2S OKLAHOMA CITY OKLAHOMA Exhibit A FAA Release Security Agreement Supplemental Aircraft Inventory Security Agreement dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto), recorded by the FAA on July 17, 2003, as Conveyance Number 5122733; further secured by the Supplemental Aircraft Security Agreement dated May 27, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LW, as debtor, ('toad l. VA the FAA on %AKIN L1/41 (955,t6 CSAvrefattoo.-110XLIA (collectively the "Security Agreement"). The Aircraft remains subject to the Supplemental Aircraft Security Agreement dated October 4, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC,•as debtor, filed with the FAA on October 4, 2004 but not yet recorded; and further secured by the Supplemental Aircraft Security Agreement dated October 15, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor,,tf.tathak‘kthe FAA onSuomaiNt ' v1tit5i 45 tavi/mcc uo.eami3; and further secured by the Supplemental Aircraft Security Agreement dated December 9, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, filed with the FAA on December 9, 2004 but not yet recorded. Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model al 5D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 20640 EFTA00012817 EFTA00012818 FILED WITH FAA AIRCRAFT REGISTRATION RR 2005 MY 19 PM 3 25 OKLAHOMA CITY OKLAHOMA za k".3 K K 0 3 5 8 0 3 ti FAA PARTIAL RELEASE CONVEYANCE RECORDED Raytheon Aircraft Credit Corporation (the "SecurePPitityq ash 3 20 secured party under the Security Agreerilent described and rift,bm LiAilATION S ATION Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in full force SE OWED CONVEYP. and effect. taIMBER PA Dated this 3 iD day of S. 62-uaitAi . 2005. Rayth n Air i ti n By: Na Title: President 20640/ EFTA00012819 EFTA00012820 FILED WITH FAA AIRCRAFT REGISTRATION RR 20I1S Pin 19 P11 3 26 OKLAHOMA CITY OKLAHOMA Cl N 03 Exhibit A FAA Partial Release Security Agreement Aircraft Inventory Security Agreement dated as of January 28, 2005 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto as Exhibit A), moreki Ilk the FAA on wary aa, 2005cts Illatvxt. ctsmoasNak (collectively the "Security Agreement"). Released Aircraft Interest Three and one-eights percent ( Brest (representing the undivided interest conveyed to in and to the Aircraft defined below (the "Released Aircraft Interest") Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT I 5D-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 (collectively the "Aircraft"). 20640/ EFTA00012821 EFTA00012822 FILED WITH FAA AIRCRAFT REGISTRATION BR 2005 PM 19 Prl 3 26 OKLAHOMA CITY OKLAHOMA KKO358O2 Y tit CONVEYANCE RECORDED FAA PARTIAL RELEASE 2005 JUL 18 P19 3 20 Raytheon Aircraft Credit Corporation (the "Secured Party") asFid2QM4 AVIATION ADMINISTRATION ibitDMl party under the Security Agreement described and defined on hxEA attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in full force and effect. Dated this 5day of 31....Aan. , 2005. Rayt it mention By: Title: Press ent 20640 EFTA00012823 EFTA00012824 FILED WITH FA A AIRCRAFT REGISTRAT ION BR TOGS FIR? 19 P 9 3 26 OKLAHOMA CITY OKLAHOMA Exhibit A FAA Partial Release Security Agreement Supplemental Aircraft Inventory Security Agreement dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto), recorded by the FAA on July 17, 2003, as Conveyance Number 5122733; further secured by the Supplemental Aircraft Security Agreement dated May 27, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, temr6.≤0, bA the FAA on cre/ttiarkiLi etheitio. rf(#63(All-t) further secured by the Supplemental Aircraft Security I Agreement dated October 4, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, filed with the FAA on October 4, 2004 but not yet recorded; and further secured by the Supplemental Aircraft Security Agreement dated October 15, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (fecintlfd I/A the FAA on 344uaA( lo t &erg) 4% ObrostafflOb•-(telittl and further secured by the Supplemental Aircraft Security Agreement dated December 9, 2004 between Raytheon Aircraft Credit,Corporation, as secured party, and Flight Options, LLC, as debtor, filed with the FAA on December 9, 2004 but not yet recorded (collectively the "Security Agreement"). Released Aircraft Interest Three and ighths 3.125°4) undivided interest (representing the undivided interest conveyed .) in and to the Aircraft defined below (the "Released Aircraft Interest"). Aircraft One (I) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE4A0257 20640 EFTA00012825 EFTA00012826 FILED WITH FAA AIRCRAFT REGISTRATION BR 2005 FIR? 19 PM 3 26 OKLAHOMA CITY OKLAHOMA Y Y 040039 CONVEYANCE FAA RELEASE RECORDED 2005 APR 26 PP1 1 27 Raytheon Aircraft Credit Corporation (the " ginlas secured party under the Security Agreement describetiNiiiis MIMEO on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Aircraft described and defined on Exhibit A attached hereto. SEE RECORDED CONVEYANCE NUMBER S 7 .5,311-4_, 2005. /, Dated this IS44— day of DOC ID e, 3y1. . PAGE Raytheon Aircraft Credit Corporation By: Name Title: President 20640/ EFTA00012827 EFTA00012828 FILED WITH FAA AIRCRAFT REGISTRA TION BP 2005 APR 21 PM 2 01 OKLAHOMA CITY OKLAHOMA Cpl Exhibit A FAA Release Security Agreement Supplemental Aircraft Inventory Security Agreement dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto), recorded by the FAA on July 17, 2003, as Conveyance Number S122733; further secured by the Supplemental Aircraft Security Agreement dated October 4, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on April 7, 2005 as Conveyance No. YY039873; and further secured by the Supplemental Aircraft Seciirity Agreement dated October 15, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on January 20, 2005 as Conveyance No. P002013 (collectively the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RIC-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JTI5D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 20640 EFTA00012829 EFTA00012830 AA " FILED WITH F R GISTRATION B AIRCRAFT RE 2 01. 2005 APR 21 PPI ITY OKLAHOMA C OKLAHOMA rw FORM APPROVED itt7r OMB No. 2120-004.2ipl 11c. UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FIEDEPtia AVIATION AdelniniTeATION-ISE IMIONRCINEV AERONAUT CAL =WIMP 10- AIRCRAFT REGISTRATION APPUCAT1ON 0: CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. YY APR 2 6 20115 RIC-946 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) (7) I. Individual O 2. Partnership O 3. Corporation (;1 4. Co-owner O 5. Gov't. O 8. Nrin-Cnizen NAME OF APPLICANT (Person(s) shown on evidence of cemerstilp. ll individual. Give last name, rind mum. end "Ca *MIKE) III 13.) Flight Options, LLC . 15.625% of 100% (S ee Attachment ayarta 4 .- 1-C ( ^O5 TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant Sated.) (If P.O. BOX It used. physical address must also be shown.) Flight O.tions LLC Humber and avert: ______ RuraltRoute: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false Or dishonest answer to any question in this application may be grounds for punishmont by fine and / or imprisonment (U.S. Code. Title 18. Sec. 1001). ill CERTIFICATION INVE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant. MK, is a citizen (including corporations) of the United States. (For voting guilt give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. (3 A non-citizen corporation organized and doing business under the laws of (state) and said aircraft Is based and primarily used in the United States. Records or flight hours we available tOt inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration must sign. Use reverse side It necessary sistant Secretary ight Options,LLC (4.49,cS DATE -- V - V.3 DATE ru m NOTE Pending receipt of the Certificate of Aegean RegistratiOn, the aircraft may be operated for a period not in excess of g0 days, during which time the PINK copy of this application must be carried In the aircraft. AC Flom 8050-1 (5/03) (0052-00-628-9007) EFTA00012831 EFTA00012832 FILED WITH FAA AIRCRAFT REGISTRATI ON SR 2005 HOF? 19 FM 9 .5? OKLAHOMA CITY- OKLAHOMA 421 ATTACHMENT TO AIRCRAFT REGISTRATION c APPLICATION daik-res:A ct+1 03 Reg #: N793TA Model: Raytheon Aircraft Company 400A SMII: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) ' 6.25% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 3.125% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10.) 12.50% of 100% Shown on Original form hereto 11.) 9.375% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) Signatures: Title: Date: sistant Secretary of ight Options, LLC ing as Attorney-in-Fact for ,2,3,4,5,6,7,8,9,10,11,12 (-09 -oS By signing above. the applicant agrees and stipulates (I) to the terns. conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to Mach this page is attached (the •Application", (II) that all of the irdormation set forth on the Application is true and awed as of this date, and (III) the Application may be executed by the co-twwwes by executing separate counterpart signature pages, each ol which when as executed and delivered shall be art anginal, but all such counterpane shall together constitute but one and the seine application. EFTA00012833 EFTA00012834 FILED WIT AIRCR H FAA AF T R E G ISTRATION ER 20 05 P ,P R 1 9 R F) 9 57 OKLAHOMA CITY OKLAHOMA FORM APPROVED Jcl OMB NO. 2120-0042 UNITED STATES OF AMERICA m 'U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION Y Y 0 `1 0 0 3 8 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . RECORDED UNITED STATES REGISTRATION " 2005 APR 26 fill 11 54 NUMBER N 7931A AIRCRAFT MANUFACTURER & MODEL FEDERA . AVIATION RAYTHEON AIRCRAFT COMPANY 400A ADMINIqiiiATION AIRCRAFT SERIAL NO. RK-244 DOES THIS 12TH DAY OF APR., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER JHPH LLC 6.25% OF 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 12TH DAY OF APR., 2005. NAME (S) OF SEL TITLE (TYPED OR PRINTED (TYPED OR PRINTED) re w FLIGHT OPTIONS, ASSISTANT ...I 111 SECRETARY (i) ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) I ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 9:ce/GrAo W'S$ SPTLCOEBXID EFTA00012835 EFTA00012836 FILED WITH FAA AIRCRAFT REGISTRATION BR 2005 APR 19 API 9 57 OKLAHOMA CITY OKLAHOMA FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION YY040037 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CONVEYANCE CRIBED AS FOLLOWS: RECORDED UNITED STATES REGISTRATION 2005 flPR 26 fill 11 54 NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL FEDEiAl. AVIATION RAYTHEON AIRCRAFT COMPANY 400A ADM NIS NiATION AIRCRAFT SERIAL NO. RK-244 DOES THIS 6 TH DAY OF APR., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER KITTLES FLIGHT OPS LLC 9.375% OF 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6'" DAY OF APR., 2005. NAME (S) OF SELLE TITLE (TYPED OR PRINTED) TYPED OR PRINTED) cc w FLIGHT OPTIONS, L . SISTANT —J —1 W CRETARY co ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012837 EFTA00012838 AA FILED WITH F BR EGISTRATION AIRCRAFT R 9 5? 2005 APR 19 fill ITY OKLAHOMA C OKLAHOMA FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA al U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION YY040036 21 ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE AND BENEFICIAL TITLE OF THE AIRCRAFT DES- RECORDED CRIBED AS FOLLOWS: UNITED STATES REGISTRATION 2005 AFR 26 API 11 54 NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL FEDERAL AVIATION ADMINIS iiCATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 6 DAY OF APR., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER RAF REAL ESTATE SERVICES LLC 12.50% OF 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6 DAY OF APR., 2005. NAME (S) OF SELL TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) SELLER FLIGHT OPTIONS, SISTANT CRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012839 EFTA00012840 ITH FAA FILED W ISTRATION BR FT REG AIRCRA 9 57 19 RP] 2005 RPR Y MA CIT OKLAHO OMA OKLAH U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO • FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE--RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this fonn with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT 10/4/2004 (SEE MASTER N798TA, CONV.# SI22733, C306, PG 1) FROM Dmr.UMENT NO. FLIGHT OPTIONS LLC TO OR ASSIGNED TO yY0 39813 DATE RECORDED • RAYTHEON AIRCRAFT CREDIT CORP CI - 7 -0 C ME-FOLLOWING COLLATERAL IS COVERED DY-THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAI. NI RARER INVOI.VFO 16 N402CW N4I8CW N422CW N456CW N462CW N482CW N787TA .............- N793TA N729TA N754TA N816CW N862CW N3I6CW N605TA N6 RITA N257CW • ENGINES I. TATA!. NI IMRFR INVOI YR) 32 MAKE(S) . SERIAL SEE ATTACHED LIST NO. SEE ATTACHED LIST PROPELLERS I TOM! . NlIMRFR INVoLvED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TMTAI.Ni IMRFR INVOLVFD LOCATION RECORDED CONVEYANCE FILED IN: N798TA, SIN RK-I98, RAYTHEON AIRCRAFT CO 400A AC FORM 80S0-23 (1.96) (0052-00-582-6000) EFTA00012841 EFTA00012842 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FROSPIAL AIRATION ADIRNISTRATION-NIKE NONRONEY AERONAUTICAL CENTER ti. : AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE LiNITED REGISTFIFTtLV NUMBER STATES N 793TA I OC APR 0 5 2005 AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check ono box) O 1 . Individual O 2. Partnership O 3. Corporation (JC4. Co-owner O 5. Gov't. El 8. Ncnicrati mirn NAME OF APPLICANT (Person(a) shown on evidence of memerstrip. N individual: give last name. firsCrianst. and middle initial.) le 10.) Flight OfCCIDCs., LLC 43.75% of 100% ( ..;ee Attachment eicketeck Sai<DI TELEPHONE NUMBER: ( ) ADDRESS' (Permanent mailing address for first applicant listed.) (It P.O. BOX Is used. physical address must also be shown.) Fli:ht 0.tions LLC Number and street: Rural Route' PO Box CITY STATE ZIP CODE Richmond Heights OH 44143 ❑ CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS - ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question In this application may be grounds for . punishment by fine and f or Imprisonment U.S Code. Title 18. Sec. 1001). CERTIFICATION VVVE CERTIFY: (t) That the above aircraft la owned by the undersigned applicant who is a baron (including corporations) of the United Status. (For voting bust, give name of trustee: ) or: CHECK ONE AS APPROPRIATE: is ID A resident alien. with alien registration (Form 1-151 or Form 1-551) No. b. CI A nortscitIzen corporation organized and doing business under the laws of (state) and said aircraft is based and primary used In the Untied States. Records or eight hours am available for inspeCEMI at (2) That the aircraft Is not registered under the laws of any foreign country; and (3) That legal evidence of ownership Is attached or has been bled with the Federal Aviation Administration. must sign. Use reverse side if necessary. t'C.L ecdi 7DATE ight Options, LL 'Ci!5 vo DATE DATE a fa NOTE Pending receipt of the CortifIcate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. dunng which lime the PINK copy of this application must be corned in the aircraft AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00012843 EFTA00012844 FILED WIT AIRCR H FAA A F T R E G ISTRATION BR 2005 Milli 1 PFI ;14 OKLAHOM A CITY OKLAHOM A • ao ATTACHMENT TO AIRCRAFT REGISTRATat ION APPLICATION delicet Reg /I: N793TA Model: Raytheon Aircraft Company 400A Fa SINN: RK-244 Fri ir Owning an undivided Name of Applicant: Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.25% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 3.125% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10.) 11.) 12.) Date: 1111 knt Secretary of ptions, LLC as Attorney-in-Fact for 4,5,6,7,8,9 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the "Application"), (II) that all of the information set forth on the Application is hue and cuffed as of this date, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but an such counterparts shall together constitute but one and the same application. EFTA00012845 EFTA00012846 •1 FILED WITH FAA AIRCRAFT REG ISTRATION 8R 2005 FIN 1 ail Ili OKLAHOMA CITY OKLAHOMA 1/4, FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION 'X x 0 2 8 5 2 1 ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- C3;;VEYANCE :IEC0nED CRIBED AS FOLLOWS: UNITED STATES REGISTRATION Zai APR 5 fill 3.0 26 NUMBER N 793TA FEDEM /-VIATIUN AIRCRAFT MANUFACTURER & MODEL A)MI:IISTRATKA ' RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 27T" DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER DOCKERY LEASING CORPORATION 6.25% OF 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 27'" DAY OF DEC., 2004. NAME (S) OF SELL: TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) SELLER FLIGHT OPTIONS, L SSISTANT CRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition YIVID/9) C0'SS REPTD03233 EFTA00012847 EFTA00012848 FI L E D A I R C WITH RAFT FAA REGI S TR A 2005 TION I III R BR 1 N I in OKLA HOM OKLA A CITY HOMA x 0 20520 FAA PARTIAL RELEASt ,,, yjcE ti ECOC‘ ED HA nn g91 -Raytheon Aircraft Credit Corporation (the '-`4Seccurea party") as ;t•N secured party under the Security Agreement descritA* .defictgi on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in full force and effect. SEE RECORDEt COsiVEYANCE /*NAN° a Ya/ tate NUMBER Dated this e b day of 56utosAl 2005. DO ID C 3 , PAGEL. Raytheon Aircraft Credit Corporation Nam Title: President 20640/ EFTA00012849 EFTA00012850 • FILED WITH FAA AIRCRAFT REGISTRATION BR 2005 ITN 1 Pig 1 11 OKLAHOMA CITY OKLAHOMA e Exhibit A FAA Partial Release '44 K.) Security Agreement Aircraft Inventory Security Agreement dated as of January 28, 2005 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto as Exhibit A), filed with the FAA on January 28, 2005 but not yet recorded (collectively the "Security Agreement"). Released Aircraft Interest Six and one-fourth percent (6.25%) undivided interest (representing the undivided interest conveyed to Dockery Leasing Corporation) in and to the Aircraft defined below (the "Released Aircraft Interest") Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT1513-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 (collectively the "Aircraft"). 20640/ EFTA00012851 EFTA00012852 FILED WIT AIR C H FAA R A F T R E GISTRATIO N SR ZOOSMIR 1 PEI 1 11 OKLAHOMA CITY OKLAHOMA U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED SECURITY AGREEMENT 01128/05 FROM DOCUMENT NO. FLIGHT OPTIONS MM02742 1 TO OR ASSIGNED TO DATE RECORDED RAYTHEON AIRCRAFT CREDIT CORP February 22, 2005 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOT A I . NI IMRFR INVOLVED 1 N698CW (31.25%) N8 I 1CW (18.75%) N793TA (50.00%) GENERAL ELECTRIC CF34-3A 350125 350156 HONEYWELL INTERNATIONAL TFE73 I -5R P91122 P9)123 PRATT & WHITNEY CANADA JT15D-5 PCE-JA0256 PCE-JA0257 ENGINES I TOTAI.NUMRFR INVOI vrn 6 MAKE(S) SERIAL SEE ABOVE ' NO. SEE ABOVE PROPELLERS I TOTAL NI IMRPR INVOI VFT) MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NIIMFIF,R INVOI NIID LOCATION RECORDED CONVEYANCE FILED IN: N698CW 3008 CANADAIR CL-601-2Al2 AC FORM 8050-23 (I-96) (0052-00-582-6000) EFTA00012853 EFTA00012854 FORM APPROVEIEd OMB No. 2120-00e4 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION rua PIEDIERAL NAATION 1100•101er ASSKINAtniCAL CENTER ore: AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE Urf '4°4 UNITED STATES REGISTRATION NUMBER Ili 793TA AIRCRAFT MANUFACTURER a MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. FEB 2 t NOS RK-244 FOR FAA USE ONLY TYPE OF FIEGISTRATON (Check one box) 1. IndhAdds, O 2. Partnership • 3. Corporation >Q4. Co-owner 0 5. Gov't. 0 S. Ne)naizen CorParallon O NAME OF APPLICANT (Person(s) shown on evidence of ownership. ft individual. give last name. arat •narne. end middle initial.) 9.) Flight Options, LLC 50.00% of 100% Ill S ee Attachment aciarea 1.4!A 14:;) TELEPHONE NUMBER: ( ) ADDRESS' (Permanent mooing oddness for first a ant Ilerted.), P.O. BOtssaid. physical address must also be shown.) Flight 0stions Numbef and street: Rural Route: P.O. Boa: CITY STATE ZIP CODE Richmond Heights OH 44143 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment (U.S. Code. Title 18, Sec. 1001). CERTIFICATION Ill INVE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant. vote is a citizen (including corporations) of the United States. (For vodng trust. give name of trustee* ) or. CHECK ONE AS APPROPRIATE: a. CI A resident ellen, with alien registration (Forrn 1.151 or Form 1-55t) No. b. O A non-citizen corporation organized and doing business under the laws of (Mate) end said aircraft is based and primarily used in the United States. Records or flight hours are available for Inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal eviderne.of ownership is attached or has been reed with the Federal Aviation Administration. n. Use reverse side It necessary. nt Secretary DATE 0tpions, LLC-- -c%. DATE a k DATE NOTE Pending receipt of the Certificate of Aircraft Registration. the aircraft may be operated for a period not an exnens of 90 days during which time the PINK copy of this application must be carded in the aircraft. AC Form 8050-1 (5/03) (0052.00-628-9007) EFTA00012855 EFTA00012856 FILED WITH FAA, AIRCRAFT REGISTRATION BR 2065 JAN 27 PM 3 04. OKLAHOMA CITY OKLAHOMA fk41 ATTACHMENT TO AIRCRAFT REGISTRATION Ca APPLICATION doig, aF Cr1 Reg #: N793TA Model: Raytheon Aircraft Company 400A -S/N#: RK-244 fling an undivided Interest of: Address: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.25% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 3.125% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 10.) 11.) 12.) Signatures: Title: Date: tent Secretary of Options. LW as Attorney-in-Fact for \-2:1-04-; By signing above, the applicant agrees and stipulates (1)10 the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application, to which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and currect as of this date, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012857 EFTA00012858 FILED WITH FAA AIRCRAFT REGISTRA TION RR 2005 JflN 27 Pfl 3 09 OKLAHOMA CITY OKLAHOMA FORM APPROVED OMB NO. 2120-0042 Fai. UNITED STATES OF AMERICA . „. U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIApilirt 2 7 4 1 7 -4 t... ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESONVEYANCE RECORDED CRIBED AS FOLLOWS: UNITED STATES REGISTRATION 2005 FEB 22 PM 4 11 NUMBER N793TA FEDERA_ AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 27Th DAY OF JAN., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Na Writs In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS LLC 25.00% OF 100% RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 27TH OF JAN., 2005. NAME (S) OF SE TITLE (TYPED OR PRIME (TYPED OR PRINTED) SELLER MICHELS PIPELIN 1STANT SECRETARY CONSTRUCTION, I FLIGHT OPTIONS, LLC ING AS ATTORNEY- IN-FACT FOR MICHELS PIPELINE CONSTRUCTION, INC. ACKNOWLEDGEMENT (NOT-REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 91t2/10 CO'SS ZEZIIST,2033 EFTA00012859 EFTA00012860 FILED WITH FAA AIRCRAFT REGISTRATION BR 2005 JBN 27 NI 3 04 OKLAHOIA CITY • OKLAHOMA FORM APPROVECM: OMB No. 2120-COSita UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDenea. reetemar AntsseSTRaTiossalE woriacuer AMSONAUTICAL Can 03: .„...---- sne AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE 404: UNITED STATES REGISTRATION NUMBER hl 793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. 2K - 244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) 0 1. Individual 0 2. Partnership 0 3. Corporation (3) 4. Co-owner 0 5. Gov't. O B. " ° "" Cnizen on NAME OF APPLICANT (Peracil(s) shown on evidence of ownership. II individual. give last name. first name, and Middle Intel.) 10.) Flight Options, LLC 25.00% of 100% all 6 • 2 ee Attachment ("CC:Vick k-dwatisal e. TELEPHONE NUMBER: ( ) ADDRESS' (Permanent mailing address for first applicant gated.) (If P.O. BOX is used, physical address must also be shown,) - - Flifiht Options, LLC Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights on 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS • ATTENTION! Read the following statement before signing this application. This portion MUST be completed. • A false or tfishoinest answer to any question In this application may be grounds for. punishment by fine and for imprisonment (U.S. Code, Tile 18. Seo. 1001). al l CERTIFICATION UWE CERTIFY: (1) That the above eirtvalt S owned by the undersigned aPelicant who le a citizen (including corporations) of the United States. (For voting bust, give name of trustee: ), or CHECK ONE AS APPROPRIATE: a. In A resident alien, with alien registration (Form 1.151 or Form 1-551) No b. 0 A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours am available for inspection at (2) That the aircraft Is not registered under the laws of any foreign country: and (3) Thal legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. se reverse side It necessary. Se. Cr tat Lk r y DATE tions, LLCvastrs DATE Illb DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for • period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-I (5/03) (0052-00-628-9007) EFTA00012861 EFTA00012862 • FILED WITH F AIRCRAFT REGIST AA RATION BR ' • 2005 JON 27 Pll 2 04 „ OKLAHOMA CIT Y OKLAHOMA .1.- (.-• `-• ATTACHMENT TO AIRCRAFT RE ISTRATION APPLICATION 1.--a .os Reg #: N793TA Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10.) 11.) 12.) 13.) 14.) 15.) Signatures: Title: Date: ecrelary of ns, LLC ttorney-in-Fact for 53r5_ k-as-cS By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the "Applicationl, (II) that an of the information set forth on the Application is true and correct as of this date, and (III) the Application may be executed by the co•owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012863 EFTA00012864 FILED WITH FA AIRCRAFT RECIST A RATION BC 2005 JRN 27 Pig 2 OM OKLA:10MA CITY +X.:I-AROMA FORM APPROVED OMB NO. 2120-0O42 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ,-. n 7 9 1 6, ADMINISTRATION -m - uc AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES CONVEYANCE RECORDED CRIBED AS FOLLOWS: UNITED STATES REGISTRATION 1005 FEB 22 PM 4 08 NUMBER N 793TA FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. i2K-244 DOES THIS 2e DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In Th.s Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER PRIME TIME ASSOCIATES, LLC 6.25% OF 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 20'14 DAY OF DEC., 2004. NAME (S) OF 5: TITLE (TYPED OR PRI ED OR PRINTED) CC !Ai FLIGHT OPTION' STANT _I _i w • ETARY co ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012865 EFTA00012866 FILED WITH FAA AIRCRAFT REGISTRATION BR 2005 JAN 27 PM 2 09 OKLAHOMA CITY OKLAHOMA FORM APPROVED OMB NO. 2120-0042 cts UNITED STATES OF AMERICA Co U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATI9N 0 2 7 9 1 5 fr. .. ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CONVEYANCE RECORDED CRIBED AS FOLLOWS: UNITED STATES 4 08 REGISTRATION . 2005 FEB 22 Pill NUMBER N793TA FEDE RAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADNINISTRAT1ON RAYTHEON AIRCRAFT COMPANY 400A • AIRCRAFT SERIAL NO. RK-244 DOES THIS 20T" DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Nock IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS LLC 6.25% OF 100% RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I .:. 4, olis lil 1 • I T" OF DEC., 2004. NAME (S) OF SEL TITLE (TYPED OR PRINTED (TYPED OR PRINTED) ce w COG OPERATING, L . STANT SECRETARY .../ -I FLIGHT OPTIONS, LLC W (/) ING AS ATTORNEY- IN-FACT FOR COG OPERATING, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING. HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. . ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012867 EFTA00012868 FILED WITH FAA AIRCRAFT REGISTRATION BR 2005 JAN 27 PM 2 04 OKLAHOMA CITY OKLAHOMA • r FORM APPROVED . OMB NO. 2120.0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION Idl ADMINISTRATION M H 0 2 7 4 14 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: CONVEYANCE RECORDED UNITED STATES REGISTRATION NUMBER N 793TA 2005 FEB 22 HI 4 08 AIRCRAFT MANUFACTURER & MODEL FEDERAL AVIATION RAYTHEON AIRCRAFT COMPANY 400A ADMINISTRATION AIRCRAFT SERIAL NO. RK-244 DOES THIS 10TH DAY OF DEC., 2004 HEREBY SELL. GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Nol Write In This Block IN AND TO SUCH AIRCRAFT UNTO: DoOR FAA USE ONLY F NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) PURCHASER ASCENT II LLC 3.125% OF 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 10Th DAY OF DEC., 2004. NAME (S) OF SE TITLE (TYPED OR PRINTE PED OR PRINTED) SELLER FLIGHT OPTIONS, • SISTANT CRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012869 EFTA00012870 FILED WITH FAA AIRCRAFT REGISTRATION BR 2005 JRN 27 P19 2 09 OKLAHO;•1A CITY OKLAHOMA •• FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA ; 4: U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATIrON ADMINISTRATION FU- 2 7 4 1 3 a (.4 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DaENVEYANCE RECORDED CRIBED AS FOLLOWS: UNITED STATES REGISTRATION 2005 FEB 22 '19 4 08 NUMBER N793TA FED-E-R41. -AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A ,AIRCRAFT SERIAL NO. RK-244 DOES THIS 10TH DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS I I 3.125% OF 100% RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I TH OF DEC., 2004. NAME (S) OF SELL TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) W -i -I uj MCHALE-MATTS50 INTERESTS, LLC STANT SECRETARY LIGHT OPTIONS, LLC U) ING AS ATTORNEY- ACT FOR MCIIALE- MATTSON INTERESTS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 937.12A0 C0'sS 09:8201Lit93 EFTA00012871 EFTA00012872 FILED WITH F AIRCRAFT R AA EGISTRATION RR 2005 JON 27 Pfl 2 04 OKLAHOMA C ITY OKLAHOMA U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION 5ROSS-REFERENCE—RECORDATION FILING DATE: ..... > This form is to be uscd in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED Supplemental Aircraft Inventory Security Agreement 5-27-04 FROM DOCUMENT NO. Flight Options LLC c D) IN -1- 7 it\I TO OR ASSIGNED TO DATE FtEC D Raytheon Aircraft Credit Corp THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: a (IA to5 JIRCRAFT (List by registration number) I TOTAI . NI IMRFR INVOI,VFO 7 "793TA N898TA N437CW N495CW N862CW N8I3CW N435CW Pratt & Whitney Canada LTD JT15D-5 PCEJA0256 PCEJA0257 PCEJA0360 PCEJA0364 PCEJA0240 PCEJA0243 PCEI00191 PCE100192 PCE100250 PCE100225 Honeywell International Inc TFE731-5BR P91243 P91241 PI07356 P107368 ENGINES 1 TOTAL NIIMRFR INVOIVFO 14 MAKES) SERIAL SEE ABOVE NO. SEE ABOVE PROPELLERS • I TOTAL NIIMRFR INVOI VA/ MAKE(S) SERIAL NO. SPARE PARTS --LOCATIONS II TOTAL NI DARER Iwo! vrn LOCATION RECORDED CONVEYANCE FILED IN: N798TA Raytheon Aircraft Co 400A sn RIC198 see document S122733 C305 pg I AC FORM 8050-23 (1-96)(0052-00-582-6000) EFTA00012873 . '1 .0 EFTA00012874 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION . CROSS-REFERENCE-RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several airc aft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED SUPPLEMENT AIRCRAFT INVENTORY SECURITY AGREEMENT 10/15/04 (SEE CONVEYANCE tiS122733, C306, PG. 0 FROM DOCUMENT NO. FLIGHT OPTIONS LLC 1900,901__5 TO OR ASSIGNED TO DATE RECORDED i - a0-05 RAYTHEON AIRCRAFT CREDIT CORP THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TATA EMI IMRPR iNvnt vpn 9 N405CW N437CW N7 I2TA 7 N793TA N427CW N380CW N6 I 7TA N8 I 3CW N828CW ENGINES PRATT & WHITNEY CANADA LTD JTISD-5 PCE-JA0383 PCE-JA038I PCE-JA0240 PCE-JA0243 PCE-JA0139 PCE-JA0140 PCE-JA0256 PCEJA0257 PCE- 100233 PCE- 100244 HONEYWELL INTERNATIONAL INC TFE731-3 P-87I75 P-87200 PRATT & WHITNEY CANADA LTD PT6A-42 PCE-P30483 PCE-PJ0479 HONEYWELL INTERNATIONAL INC TFE73 1-5BR P-107356 P-107368 P-107391 P-107412 ENGINES I TOTAL NI IMRFR INvOLVFn IR MAKE(S) SERIAL SEE ABOVE LIST NO. PROPELLERS I TOTAI . Ni imRPR ruvonfrn MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NI IMRFR INVOI VET) LOCATION RECORDED CONVEYANCE FILED IN: N798TA, RAYTHEON AIRCRAFT CO 400A, SERIAL RK- I 98 AC FORM 8050-23 (1-96) (0052-00-582-6000) EFTA00012875 . i i EFTA00012876 FORM APPROVED) OMB No. 2120-0M3 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIA71091 ADIEMSTRATIONallt IlaCeIRONEV AERONAUTICAL CENTER tai AIRCRAFT REGISTRATION APPUCATION CERT. ISSUE DATE 11t.STED STATES REGISTRATION NUMBER N 793TA Q NOV 16 low% AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) 0 1. Individual 0 2. Partnership O 3. Corporation El 4. Co-owner 0 S. Gov't. O 8. lkicm-Citizen NAME OF APPLICANT (Person(*) Shawn on evidence of ownership. If Individual. give last name, find name, and middle initial.) 10.) Flight Options, LLC 25.00% of 100% (_ See Attachment darted ttS-I44:14 • TELEPHONE NUMBER: ( ) ADDRESS' (Permanent mailing address for first applicant listed.) (II P.O. BOX is used, physical address must also be Shown.) Number end street 11101.1101== . Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A MN Or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment U.S. Code. The HE Sec. 1001). CERTIFICATION INVE CERTIFY: (1) That the above aircraft is owned by the undersigned aPPlicent, who is a citizen (including oarPorldiona) of the United States. (For voting trust, give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a- O A resident alien. with alien registration (Form 1-151 or Form 1-551) No. b. O Anon-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are available for Inspection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. gn. Use reverse side it necessary. ' tant Secretarf It Options, LLC 't DATE DATE • • may bat operatea-for a period not in excess of 90 days. during which lime the PINK copy of this aPPlicalich m' ust be red ii1 the airdih- AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00012877 EFTA00012878 .t1.1.ED WITH FAA AIRCRAFT REGISTRATION BR . an OCT 19 PM 3 27 OKLAHOMA CITY OKLAHOMA. Ca ATTACHMENT TO AIRCRAFT EG STRATION 4434 APPLICATION N Reg #: N793TA Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10.) 11.) 12.) 13.) 14.) 15.) Signatures: Title: Date: Secretary of ions, LLC Attorney-in-Fact for 7,8,9 to-(q-(5q ident of Travel Air Co. Attorney-in-Fact for #5 Wiliam J. Wallisch By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application, to which this page Is attached (the - Application'), (II) that all of the information set forth on the Appbcatlon is true and correct as of this date, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012879 EFTA00012880 FILED WITH FAA AIRCRAFT REGISTRATION BR 2004 OCT 14 PPI 3 27 OKLAHOMA CITY OKLAHOMA ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION Reg #: N793TA Model: Raytheon Aircraft Company 400A SINUS: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10. 11.) 12.) 13.) 14.) 15.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4.6,7,8,9 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #5 Assistant Secretary of Flight Options, LLC for #10 By signing above. the applicant agrees and stipulates (If to the terms, conditions and cerlthcation of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the "Application"). (II) that all of the information set forth on the Appt cation is true and tarred as of this date, and (Ill) the Application may be executed by the to-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original. but all such counterparts shall together constitute but one and the same application. EFTA00012881 EFTA00012882 FILED WITH FAA AIRCRAFT REGISTRATION BR 2004 OCT 14 Prl 3 2? OKLAHOMA CITY OKLAHOMA ra FORM APPROVED ' UNITED STATES OF AMERICA 1j U 1 U -, -I, - U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONVEYANCE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF II IC I-1AL LEGAL RECORDED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: 2004FAENoptibiEUIIII:A61LST4if;TTI2010:15 2 UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS IS? DAY OF0dr., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS Do No• Warm IN 'Ned BLOC IN AND TO SUCH AIRCRAFT UNTO: r00 rAA USC ONLY NAME AND ADDRESS (IF UMW/OVAL (S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL) PURCHASER FLIGHT OPTIONS LLC 12.50%0F 100% R HM ) I OCALCR CCRTIrICATC NUIAOCR AND TO ITS EXECUTORS, ADMINISTRATORS AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAF TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SOW, 2004. NAME (S) OF SELLER TITLE (TYPED OR PRINTED) (YPED OR PRINTED) re us AIRCAP, LLC ...t -Win ttff er ua co ACKNOWLEDGEMENT INOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED DY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN10052.00.629-0003) Supersedes Previous Edition SC0Z M. AL CO SS EGYZESI09.300 EFTA00012883 EFTA00012884 FILED WITH FAA AIRCRAFT REGISTRATION BR 2009 OCT 19 Pll 3 2? OKLAHOMA CITY OKLAHOMA e FORM APPROVED OMB No. 2120-09a2 NAJ UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION ircoana AVLATON AMINIernariONANICS NOINIONIEV AERCOMASTICAL CENTIM W AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE S ' . UNITED STATES REGISTRATION NUMBER kl 793TA se AIRCRAFT MANUFACTURER a MODEL Raytheon Aircraft Company 400A 50 Ljb AI RCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) 0 T. Individual CI 2: Partnership 0 3. Corporation a 4. Co-owner 0 5. Gov't. .0 8. 14°^Cid azen NAME OF APPLICANT (Person(*) storm on evidence of ownership. II Individual. give last name, first name. and middle Initial.) 11.) Flight Options, LLC 12.50% of 100%. ill e §ee Attachment AcyArrj o .... %Q - 4_ TELEPHONE N% ER: ( ) ADDRESS' (Permanent mailing address for first applicant listed.) (If P.O. BOX Is used, physical address must also be shown.) Met end street ---aliiiiiiall • .." — Ramat Route: P.O. Box: WY STATE ZIP CODE RichmondiBeights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing this application. This portion MUST be completed. - A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or lenprlsonment (U.S. Code, PIM ha Sec. 1001). ill NNE CERTIFY: CERTIFICATION (1) That the above aircraft Is owned by the undersigned applicant. who is a citizen (including corporations) of the United States. (For voting than, give name at trustee: ) or. CHECK ONE AS APPROPRIATE: a. O A resident alien. with alien registration (Form 1-151 or Form 1-551) No. b. O Anon-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used In the United States. Records or flight hours are available for inspection at (2) That the aircraft Is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. se reverse side It necessary. Secretary DATE rations, laLettykr,C3 ‘ _\ DATE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carded In the aircraft. AC Farm 8050-1 (5/03) (0052-00-628-9007) POIDZ/SO/OT 00 • SS b8£80,T6LZtO EFTA00012885 EFTA00012886 FILED W AIRCR ITH FAA A F T R EGISTRA TION BR 2001 OCT 5 Pty 1 £13 OKLAHO MA CITY OKLAHO MA ca ca ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION Ct o 03 03 111 Reg #: N793TA Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) • 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 12.50% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 3.125% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 12.) 13.) 14.) 15.) Date: ant Secretary of Options, LLC as Attorney-in-Fact for 5,7,8,9,10 resident of eon Travel Air Co. as Attorney-in-Fact for #3,6 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and Certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (We "Application"), (II) that all of the information set font; on the Application is true and correct as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. % 3 F. ' . 1 EFTA00012887 EFTA00012888 FILED WITH FA AIRCRAFT REG A ISTRATION EIR 2004 OCT 5 Prl 1 43 OKLAHOMA CIT Y OKLAHOMA 0 03 03 01 ATTACHMENT TO AIRCRAFT RE IST TION APPLICATION Lv-st-v-k Reg #: N793TA Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 12.50% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 3.125% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 12.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,4,5,7,8,9,10 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #3,6 Assistatft,§peretary•of Flight Options, LLC for #11 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application'). (II) that all of the itformation set forth on the Application Is true and cured as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original. but all such counterparts shall together constitute but one and the same application. EFTA00012889 EFTA00012890 FILED WITH AIRCRAFT R FAA EGISTRATIO N EIR 2004 OCT 5 P19 1 L!3 OKLAHOMA CITY OKLAHOMA FORM APPROVED L9 OMB NO. 2120-0042 41:1 I-. ' ' UNITED STATES OF AMERICA al U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION 00 ADMINISTRATION AIRCRAFT BILL OF SALE 0 0 7 3 9 12 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CONVEYANCE CRIBED AS FOLLOWS: RECORDED UNITED STATES REGISTRATION NUMBER N 793TA 2004 NOU 16 flfl 2 52 AIRCRAFT MANUFACTURER & MODEL FEDERAL AVIATION RAYTHEON AIRCRAFT COMPANY 400A t NIFI:STRATION AIRCRAFT SERIAL NO. RK-244 DOES THIS 27Th DAY OF SEPT., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not wale In Tills Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS LI.0 6.25% OF 100% RICHMOND FITS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 27Th OF SEPT., 2004. • NAME (S) OF SEL TITLE (TYPED OR PRINTE • YPED OR PRINTED) SELLER SL WINGS, LLC TANT SECRETARY GUT OPTIONS, LLC G AS ATTORNEY- IN-FACT FOR SL WINGS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ... ORIGINAL: TO FAA . • r‘ AC Form 8050-2 (9/92) (NSW:X:152-00-629-0003) Supersedes Previous Edition EFTA00012891 EFTA00012892 FILED WITH FAA AIRCRAFT REGISTRATION BR 2004 OCT 4 P11 1 40 OKLAHOMA CITY OKLAHOMA FORM APPROVED ••• et n n fl 2 0 6 0 OMB No. 21200042 jais o grfs OrAMERICA DEPARTMENT OF TRANSPORTATION FIEDIENAL AVIATION Alismarnumosiana NONIIONLIV AIMONAtrnCAL CsorriEN AIRCRAFT REGISTRATION APPLICATOR CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER kl a e 793TA AIRCRAFT MANUFACTURER & MODEL -Raytheon Aircraft Company 400A (i) I-- X) AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY - TYPE OF REGISTRATION (Check one bar) . 0 1. Incrividual 0 2. Partnership 0 3. Corporation gel. Co-owner O 5. Gov t. O 8. Non-Cillzen Corporsein NAME OF APPLICANT (Person(s) shown on evidence of ownership. if individual. give last name, find name. and middle initial.) 12.) Flight Options, LLC 6.25% of 100% (See Attachment atte 7 -/3'057) TELEPHONE NUMBER: ( ) ADDRESS' (Permanent mailing address for first applicant listed.) (if P.O. BOX is used. physical address must also be shown.) Flight Options, LLC Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 o CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest so"er to any riuseSdn in this application may be grounds for. punishment by fine and / a imprisonment U.S. Code, Title it Sec. 1(X1). 'CERTIFICATION !AVE CERTIFY: (1) That the above adnireft Is owned by the undersigned applicant. who is a citizen (including corporations) of the United States. (For voting bust. glee name of Mateo: ) or. CHECK ONE AS APPROPRIATE: a. 0 A resident assn, with alien registration (Form 1.151 or Form 1-551) No b. 0A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are svaliabio (Or inspection at (2) That the Nunn is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been Ned with the Faders Aviation Administration. Use reverse side It necessary. nt Secretarr7 5 Options, LLC 49f e DATE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a per not Si excess of 90 days. during which time the PINK copy of this application must be carded in the aircraft. AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00012893 EFTA00012894 FILED AIRCRAFT FAA RCISTR.',TION DR 2091 JUL 13 PP1 3 26 OKL4110::4 CITY OK LAH01.:.1 0 O 0__ 0 OM a Q. _2 0 I NATI A r i At..HMtN . IN AIRCKPa- APPLICATION Reg #: N793TA - Model: Raytheon Aircraft Company 400A • SINS: RK-244 Owning an undivided Name of A licant: Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 12.50% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto Date: nt Secretary of ptions, LLC as Attorney-in-Fact for .5.6.8,9,10,11 1-73-0,1 resident of on Travel Air Co. as Attorney-in-Fact for #4,7 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the *Applicationl, (II) that all of the information set forth on the Application is true and correct as of this date, and (III) the Appbcalion may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original. but al such counterparts shall together constitute but one and the same application. EFTA00012895 bp,.„ 9e e4410 u vri7d12. •)10 a e t ., be s Ay y:; 0.1.e; -h./0 4.1t9 vent, 03ki EFTA00012896 6 2 0 0 0 0 0 0 0 2 0 ATTACHMENT TO AIRCRAFT REGISTRA ION APPLICATION 7.i'; -0 /C7 Reg #: N793TA Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of A licant: Interest of: Address: 25.00% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto • 7.) 6.25% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 3.125% of 100% Shown on Original form hereto 10.) 3.125% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 13.) 14.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact for #1.2.3,5,8,8.9.10,11 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #4,7 Assistant Secretary of Flight Options, LLC for #12 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application"). (II) that all of the information set forth on the Application is true and cuffed as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012897 EFTA00012898 FILED `,717y t.•.A A!PCRAFT REC!STR47I0N DR ain JUL 13 Pfl 3 26 OKLAHOMA CITY OKLAHOL;A • • 0 0 0 0 0 0 2 0 5 9 FORM APPROVED 0 OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 0 7 3 9 11 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE AND BENEFICIAL TITLE OF THE AIRCRAFT DES- RECORDED CRIBED AS FOLLOWS: UNITED STATES REGISTRATION c009 N]U 16 firl 2 52 NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL Ft ERAL AVIATION RAYTHEON AIRCRAFT COMPANY 400A ADMIMSTitATION AIRCRAFT SERIAL NO. RK-244 DOES THIS 9TH DAY OF JULY, 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Nol Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) CC LI! U) COG OPERATING, LLC 6.25% OF 100% 4 I cc RICHMOND HTS., OH 44143 0 m o_ DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 9TH OF JULY, 2004. NAME (S) OF SEL TITLE (TYPED OR PRINTED (TYPED OR PRINTED) SELLER REI AIR, LLC .ISTANT SECRETARY FLIGHT OPTIONS, LLC ING AS ATTORNEY- ' ACT FOR REI AIR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 041%11137494 M.1.OO 07/13/2004 EFTA00012899 EFTA00012900 FILED VITH FAA AIRCRAFT REGISTRATION BR 2004 JUL 13 P(1 3 26 OKLAHONA CITY OKLAHOMA 0 a N LOAN Q 0 7 3 -9 1 (For use on deals drawn under the September 1, 2003, Agreement) FAA RELEASE CONVEYANCE RECORDED Raytheon Aircraft Company Model 4004 atota GObWelhta Manufacturer's Serial No. RK-244 O At- Se " 200(NINtigon ;. ?NISTA ,svr,ER... c.o,ytkee --0,0• Engine Make and odel Pratt & Whitney JT151>•5 t•-,•---- Engine Erg Ws. 4 #46ISM0256 and PCE-JA0257 coc t° Propeller Make and Mdtkl1/4 i t • `N/A ON Propeller Serial Nos. N/A The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Party under the Security Agreement dated December 31, 1999 , with Aircap 11C as Debtor, recorded by the Federal Aviation Administration on March 6 2000 as Conveyance No. X140282 , which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of September 22 • , 2003 , recorded by the FAA on September 29, 2003, as Conveyance No. R062974 , hereby releases all of its interest in the collateral covered by said Security Agreement. • Dated this / ir e day of ()richer , _2044 BANK OF AMERICA, NATIONAL ASSOCIATION AS By: The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this )) 'day of O_1rheit , 2004 . Rayt General Aviation Rec Re By: By: Nam N Title: Fi-esicknt Title: Prcsidat Title: Presicknt This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. INDIA GA WAN RELIASE.DOC EFTA00012901 EFTA00012902 FILED WITH FAA AIRCRAFT REGISTR ATION BR 2001 OCT 19 Pig 3 27 OKLAHOMA CITY OKLAHOMA 0 0 0 ON 0 Department Flight Standards Sentee Oldahonra 13126-0504 U.S. Aircraft Registration Branch, 1405) 9544116 of Transportation AFS-750 WEB Address: hitp://tegIstry.his.gov Federal Aviation Administration o0 eit September 8, 2004 FLIGHT OPTIONS LLC CHANGED TO eantettega& ET AL MICHELS PIPEUNE CONSTRUCTION INC C/O IATS DATE 10 SEP 2 ° 21/a4 PD ROOM Dear Sirs istration Marks, on Airc raft Reg istry issue d an AC Fong 8050-64, Assignment of Special Reg The FAA Raytheon Aircraft . This form auth orize d the use of special registration mark NM512( on June IQ, 2004 was to have been 400A aircr aft, seria l num ber ./M:M4, N793TA. The authorization form Com pany ted on the after the special registration number was pain signed and returned to this office within 5 days aircraft. It has not yet been received. registration may be change is needed so that the certificate of Clarification as to the status of the number by chec king the n number. Please furnish this clarification issued reflecting the correct registratio applicable block and signing below N painted on the aircraft. O The special registration mark HAS BEE ial r. Enclosed is a S10 fee required to reserve Please extend authorization for use of the spec the number. U , The special registration mark WILL NOT BE Additional Requirements: >,c. PAor Q-asIA Octozi cequec ova Legal Instruments Kammer Aircraft Registration Branch AFS-750-103-1 (7/04) 042541120628 *10.00 09/10/2004 EFTA00012903 F. 0 4110V1410H0'7310 Sr Tr tffri0litibl0 LS Or be d3S bbl bbd NOI1Pb1S103b1.01011110 11.11A10311.1 EFTA00012904 NUMBERCHANGEDTO DATE SEP 2 20' ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number 0 USDeportreit Aircraft Make and Model N 4451 X ofTwperlafim RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number Federal Nation Serial Number N "w RK —244 7150013 793TA Issue Date: II / ICAO AIRCRAFT ADDRESS CODE JUNE 10 v 2004 FOR H44511 = 51251100 This is your authority to change the United States registra- tion number on the above described aircraft to the special registration number shown. FLIGHT OPTIONS LLC Carry duplicate of this form in the aircraft together with the RICHMOND HEIGHTS OH 44143-1453 old registration certificate as interim authority to operate the aircraft pending receipt of revised certificate of registration. M ICHELS PIPELINE CONSTRUCTION INC Obtain a revised certificate of airworthiness from your near- SOUTHEASTERN MILLS INC est Flight Standards District Office. KEI AIR LLC The latest FAA Form 8130.6, Application L T — AL For Airworthiness on file is dated: OCTObFk 01 9 1999 The airworthiness classification and category: ST 0 TRANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is affixed on the aircraft A revised certificate will then be issued. This authority is valid for 90 days from the issue date. The authority to use the special number expires: JUNE 10, 2005 • CERTIFICATION: I certify that the special registration number was placed on the RETURN FORM TO: aircraft described above. i 1 4. • i : • i istry, AFS-750 Signature of Owner. S a oma ity, Oklahoma 73125-0504 Title of Owner • Date Placed on Aircraft AC Form 8060.64 (5195) Supersedes Previous Edition EFTA00012905 E'`: . • EFTA00012906 • 0 0 0 0 0 0 0 1 8 6 0 - •ta• Insured Aircraft Title Service Inc. q q51-X 7q3TA 18 JUN 1 0 2004 FEDERAL AVIATION ADMINISTRATION DATE: ii-1- 10(-1 CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA GENTLEMEN: Please assign N (4.Q 6 Q ( , which is currently reserved for: wt. Opfriont LLL to the following aircraft: • 1615Ths 4001k RK-agq- Current NI Model Serial li This aircraft is registered to:night Dpfini5i or is being pruchased by: Please send the 8050-64 form to IATS in the PD Room. If you have any questions, please do not hesitate to give us a call. Additional request: Requested by: nc. Serving the Aviation Financial Community for over 30 years EFTA00012907 EFTA00012908 FA FILED WITH A AIRCRAFT REGISTRA TION BR 2004 PM 9 PM 3 32 OKLAHOMA CITY OKLAHOMA 0 0 0 0 0 0 9 0 1 7 6 0 NN027112 FAA RELEASE CONVEYANCE RECORDED 2fin JUN 21 7 30 • Raytheon Aircraft Credit Corporation (the "Securql Paal i n FEutRAL secured party under the Security Agreement described ActitiNaiiikal4 Exhibit A attached hereto, hereby releases from the -terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. Aircraft Interest is released in full. Dated this day of November, 2003. Ra heon Aircraft Credit Co oration By Na Title: President 20640/ EFTA00012909 EFTA00012910 FILED WITH FAA ATION BR AIRCRAFT REGISTR 0 KM MY 21 PP) 3 1 OKLAHOMA CITY OKLAHOMA ,, 4 1 () 0 0 1) 0 0 U I 7 6 I - •1 Exhibit A FAA Release Security Agreement Supplemental Aircraft Security Agreement dated as of June P., 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on July 17, 2003 as Conveyance Number S122733; and further secured by the Supplemental Aircraft Inventory Security Agreement dated as of October 22, 2003, recorded by the FAA on November 5, 2003, as Conveyance No. QQ028118 (the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model J1'15O-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 (collectively the "Aircraft"). 20640/ EFTA00012911 EFTA00012912 FILED WIT!: FAA AIRCRAFT REGISTRATION BR 2009 FM Z1 PP1 3 10 OKLAHOMA C!TY OKLAHOMA ..i 0 9 0O0 1 088 FORM APPROVED OMB No. 2120-0042 --* UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION - Froutiu. AVIATION ACWWMTRATiort-MIKE WONPIONIIV AERONALRICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES - REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL IM 793TA Raytheon 400A AIRCRAFT SERIAL NO. Y MY 11 201P RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Individual O 2. Partnership O 3. Corporation (2 Co-owner O 5. Gov't. O 8. 4. masonn NAME OF APPLICANT (Person(s) shown on evidence of ownership. II individual, give last name. first name. and middle initial.) 12.) Flight Options, LLC 6.25% of 100% 0 (See Attachment (30ACcot CI—ces-C"... .) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant listed-) Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 0 - CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS - ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A tabs or dishonest answer to any question in this application may be grounds for punishment by lino and , or imprisonment (U.S. Code, Title 18. Sec 1001). 41111INVE CERTIFY: CERTIFICATION (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or' CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1.151 or Form 1-551) No. b. 0 A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are available for Inspection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been Rod with the Federal Aviation Administration. -1 sign. Use reverse side it necessary. Secretar fATE sistant ght Options, LLCLI.4.42.04 DATE 1 D -- DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carded in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00012913 • ••• LUC) ":':01-17 1 N0 £h TT LIM 8 Id) IMG2 118 1:011::Z;IS- its4 }11..-3tiNutlIV Ga -su EFTA00012914 0 0 0 0 0 0 0 1 0 8 9 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION daitgert Reg a: N793TA Model: Raytheon 400A &Nit RK-244 Owning an undivided Name of Applicant: Interest of: Address: 25.00% of 100% Shown on Original fowl hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Onfnal form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto Signatures: Title: Date: tent Secretary of t Options, LLC as Attorney-in-Fact for .4.6.7.9,10,11 President of heon Travel Air Co. Acting as Attorney-in-Fact for #3,5,8 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application", (II) that all of the information set forth on the Application is true and correct as of this date. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012915 TI WU 8 NU IV )J9 NO:r.dj'ZiOrklii.ili5UIV 17:: :L1.7. 1:311:1 EFTA00012916 0000 000 1 0 9U ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION dayc lok (4,4-O1 Reg #: N793TA Model: Raytheon 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 12.50% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10. 3.125% of 100% Shown on Original form hereto 11. 3.125% of 100% Shown on Original form hereto 12.) 13.) 14.) 15.) Signatures: Title: Date: Assistant Secretary of Flight Options. LLC Acting as Attorney-in-Fact for #1,2,4,6,7,9,10,11 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #3,5,8 449--Dit Assistant Secretary of Flight Options, LLC for #12 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Airaaft Registration Application. to which this page Is attached (the 'Application'). (II) that al of the information set forth on the Application is We and curved as of this date, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but as such counterparts shall together constitute but one and the same application. EFTA00012917 it • I' • A.LE.1% Cui ri WU 8 lidU itoin 4ii V7i 10.1,71 C3114 EFTA00012918 FORM APPROVED 0 0 0 0 0 0 0 1 0 8 OMB NO. 2120-0O42 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION Y 008 391 ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CONVEYANCE RECORDED CRIBED AS FOLLOWS: UNITED STATES REGISTRATION 2401 IIRY 11 flfl 7 52 NUMBER N793TA FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 26TH DAY OF MAR., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS LLC 6.25% OF 100% RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 26T" OF MAR., 2004. TITLE (TYPED OR PRINTED) 'STANT SECRETARY -I TERESA M. ZINAG FLIGHT OPTIONS, LLC rn TRUSTEES ING AS ATTORNEY- -FACT FOR AND TRUSTEES ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition O4O191.1r.8123 '.:5.00 04/08/2004 EFTA00012919 EFTA00012920 FILED AIRCI115FT REgISTRATION ?R 203'1 APR 8 firl 11 93 OKLIMC:.:A CITY OI:LAHOia FORM APPROVED 0 0 0 0 0 0 0 3 0 5 4 OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION AONSIOSTIVOION-ISIKE NOPIRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATS REGISTRATION NUMBER II 793TA ,ac FEB 0 5 20C 4 AIRCRAFT MANUFACTURER 8 MODEL Raytheon 400A. AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY _ TYPE OF REGISTRATION (Check one box) 0 1. IndMdual 0 2. Partnership 0 3. Corporation q 4. Co-owner • 5. Gov't. 0 8. patio tiz NAME OF APPLICANT (Person(s) shown on evidence of ownership. If Individual. give last name, first name, and middle initial.) as 11.) Ronald A. Elenbaas 3.125% of 100% 0 (See Attachment ad ..)7Cce t2-i9..a4c5) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant listed.) c/o Fli h n - Number and street: Rural Route: PO. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS • ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any quor.tion in IN,: application may 1,0 grounds for ponir.hmont by lino and or irnprISOnmOnt (U.S. Code. Title 18. Sec. 1001). CERTIFICATION III UWE CERTIFY: (1) That the above aircraft is owned by the undersigned appilcant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: CHECK ONE AS APPROPRIATE: a. C) A resident alien, with alien registration (Fenn 1-151 or Form 1-551) No. b. O A non-cnizon corporation organized and doing business under the laws of (state) and said aircraft Is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft Is not registered under the laws of any foreign opuntry; and (3) That legal evidence of ownership Is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownershi all a licants must sign. Use reverse side if necessary. astantSecretary DATE ght Options, LLC varaz 71:1 > iLists as ALLOT ne ATE ct for Ronald A. , baas DATE . d k r \\ - . • - - .., . . . NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00012921 EFTA00012922 FILED WITH FAA AIRCRAFT REGISTRATION BR 2003 DEC 22 PII 3 17 OKLAHOMA CITY OKLAHOMA • • 00 0 0 0 0TO0AIRCRAFTRASJATION 3 0 S ATTACHMENT APPLICATION nealle Reg #: N793TA Model: Raytheon 400A RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 12.50% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% • Shown on Original form hereto 3.125% of 100% Shown on Original form hereto Si.natures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact #1.2,4,6.7,9,10 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #3.5.8 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application"), (II) that al of the information sel forth on the Application is true and currect as of this dale, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but ad such counterparts shad together constitute but one and the same application. EFTA00012923 EFTA00012924 • • FILED WITH FAA' • AIRCRAFT REGISTRATION BR 2003 OEC 22 PM 3 17 OKLAHOMA CITY OKLAHOMA 0 ; 00000003 0 5 f) ATTACHMENT TO AIRCRAFT RFGrPtti.TION APPLICATION eIS.ACS. tareaae Reg #: N793TA Model: Raytheon 400A SIN#: RK-244 Owning an undivided Name of A 'leant: Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 12.50% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto Signatures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact #1,2,4,6,7,9,10. ' Vice President of Raytheon Travel Air Co. Acting as Attomey-in-Fact for #3,5,8 ta-sa-o3 By signing above, the applicant agrees and stipulates (I) t0 the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the "Application", (II) that all of the information set forth on the Application is true and cured as of this date. and (III) the Application may be executSby.Mti.co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall bean original, but all such Counterparts &hall together constitute but one and the same application. EFTA00012925 EFTA00012926 FILED WITH FAA TION BR AIRCRAFT REGISTRA 2003 DEC 22 PM 3 17 OKLAHOMA CITY OKLAHOMA 0 0 0 0 0 0 0 3 0 S 3 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA ' X X 0 2 5 8 6 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE RECO1 ED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES 2009 FEB 5 BM 11 3 REGISTRATION FEDERAL AVIATIOI NUMBER N 793TA ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 17TH DAY OF NOV., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER RONALD A. ELENBAAS 3.125% OF 100% HICKORY CORNERS, MI 49060 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 177/3-DAY OF NOV., 2003. NAME (S) OF SEL TITLE (TYPED OR PRINTE • (TYPED OR PRINTED) SELLER FLIGHT OPTIONS, SSISTANT .ECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA. AC Form 8050-2 (9/92) (NSN O.O52-9Oi629-OOO3) Supersedes Previous Edition 033561533011 55.00 12/22/2003 EFTA00012927 EFTA00012928 • FILED WITH FAA ION BR AIRCRAFT REGISTRAT rt 2003 DEC 22 P(9 3 1? OKLAHOMA CITY OKLAHOMA 0 ..; 0 0 0 0) 0 0 0 1 3 0 XX0258 ZSe4.3 FAA RELEASE COdVEYANCE RECO( Raytheon Aircraft Credit Corporation (the Secured Pa fa 5 fin 10 secured party under the Security Agreement described and defined RAL AVIATIO. A MINISTRATION Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, tile and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. Aircraft Interest is released in full. Dated this a/ day ofNovember, 2003. Title: President 20640/ (ai FP g X2-0314. 30 Si EFTA00012929 EFTA00012930 FILED W ITH FA A AIRCRAFT REGISTRATIO N BR 1004 SIN 8 fill 8 91 OKLAHOMA CITY OKLAHOMA 0000i000 I 3 1 Exhibit A FAA Release Security Agreement Supplemental Aircraft Security Agreement dated as of June g.„ 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on July 17, 2003 as Conveyance Number 5122733; and further secured by the Supplemental Aircraft Inventory Security Agreement dated as of October 22, 2003, feetxtieri bek the FAA on 14ahrtref 5, gar5, CtS Co'NEyanCE. Nunes 0.0,Drisn (the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCS JA0256 and PCE-JA0257 (collectively the "Aircraft"). 20640/ EFTA00012931 EFTA00012932 FILE AIRCRAF D WITH FAA T R EG ISTRATION BR 2004 J A N 8 A P I 8 La OKLAHOMA OKLAHOMCAITY FORM APPROVED tAAS No. 2120.4042 CI • V UNITEDeBTATE& OE, AMERICA DEPARTMENT OF TRANSPORTATION .'" FEDERAL AWARD'. ADIONSWIAMICM-IlliKE larteiROHEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER a MOOEL Raytheon 400A AIRCRAFT SERIAL No. QC) N0V 6 2003 roc-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one Do() 0 I. Individual 0 2. Partnership 0 . 3. Corporation O0 4. Co-owner O 5. Gov't. O S. " 3" -Citinw NAME OF APPLICANT (Person(*) shown on evidence of ownership. II individual, give last name, first name, and middle initial.) 40 11.) Flight Options, LLC 3.125% of 100% G ee Attecherant 840Acel4 Mi- k-c53 TELEPHONE NUMBER: ( ) ADDRESS (Permanent matting address for first applicant listed.) Plinht Options, LLC Number arid street: Rural Route: P.O. Box: CITY STATE ZIP CODE ' Rictrilond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application.- • ThIs portion MUST be completed. A false or dishonest answer to any question In this application may be grounds for punishment by fine and / or Imprisonment . (U.S. Code. Title 18, Sec. 1001). CERTIFICATION E CERTIFY: (1) That the above aircraft S owned by the undersigned applicant, who Is a citizen (including corporations) , of the United States. (For voting trust, give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a. D A resident Alen. with alien registration (Form 1-151 or Form 1-551) No. A non-citizen corporation organized and doing business under the laws of (Mate) b. 0 and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at (2) Thal the aircraft Is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. Assistant Secretarima pht Options, LLC 10--( -0 - \\ DATE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried In the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00012933 EFTA00012934 ; t • • .'•' :CN OR 2003 OCT 3 All 11 37 OKLA:I ... . J., . 34 1- Y OKLAHOMA • :„ U Q awaHmENTiro WiRcRAFT REGISTRATION APPLICATION actRed, t()-1-03 Reg #: N793TA Model: Raytheon 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 12.50% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto Date: Secretary of lions, LLC Attorney-in-Fact 9,10 t0 ident of Travel Air Attorney-in-Fact By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 80504 Aircraft Registration Application, to which this page is attached (the "Application", (II) that all of the information set forth on the Application is true and correct as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same appbcatlon. EFTA00012935 VII0H1)10. '''"Nr•liN0 LC II Wd C 130 C112 tic p.. E.. • •. : EFTA00012936 0 0 0 0 0 0 0 9 0 0 ATTACHMENT TO AIRCRAFT REGISTRiTION, APPLICATION ctrth4..a -1 -03 (U Reg #: N793TA Model: Raytheon 400A RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 12.50% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 12.50% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10.) 3.125% of 100% Shown on Original form hereto 11.) 12.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact #1,2,4,6,7,9,10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3,5,8 k0-1-03 Assistant Secretary of Flight Options, LLC for #11 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the 'Application"), (II) that all of the information set forth on the Application is true and correct as of this date. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012937 EFTA00012938 MT.) ,"•AA ;. 1, r:11 2t'U3 OCT 3 fill 11 37 OKLAHOMA FORM APPROVED fl nonnno OMB NO.2J2 2 W. 2 UNITEDV STAI_i ES OrAINARIEFA VU U C0133 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE COI'VEYANCE RECORDED UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: 2003 NOV 6 PM 1.1 01 UNITED STATES REGISTRATION F EDERAL AVIATION NUMBER N 793TA ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS, TN DAY OF SEPT., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not AA In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS LLC 3.125% OF 100% RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS3 TH OF SEPT., 2003. NAME (S) OF SEL. TITLE (TYPED OR PRINTS. (TYPED OR PRINTED) SELLER EDWARD J,RAPPA I ASSISTANT SECRETARY OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN FACT FOR EDWARD 4,RAPPA ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 032761148162 85.00 10/03/2003 EFTA00012939 I • MOHTNO Ran • "!APV-01.0 LC TT LIU C 130 COZ feuArolast nn..•^ EFTA00012940 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION FILING DATE: CROSS-REFERENCE--RECORDATION This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED SUPPLEMENT TO DOC S 122733 10/22/03 SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT FROM DOCUMENT NO. FLIGHT OPTIONS LLC - BORROWER QQ0281113 TO OR ASSIGNED TO DATE RECORDED RAYTHEON AIRCRAFT CREDIT CORP - LENDER November 5, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration numba) I TOTAL NI IMRFR INVOLVPI) II N746TA N742TA N715TA N708TA N793TA / N437CW N744TA N74I TA N720TA N726TA N754TA ENGINES I TOTALNIIMNER INVOLVED 92 MAKE(S) SERIAL (SEE ATTACHED LIST) NO. (SEE ATTACHED LIST) PROPELLERS I TOTAL. NI MITER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N79STA, RAYTHEON AIRCRAFT CORP 400A, S/N RK-198 (SEE C306, PG 5) AC FORM 8050-2.3 (1-96) (0052-00482-6000) EFTA00012941 EFTA00012942 4" 2 U.S. DEPARTMENT OF TRANSPORTATION R SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this fonn with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED FAA ASSIGNMENT SEPTEMBER 22, 2003 SEE CONVEYANCE X140282, C002, PG7) FROM DOCUMENT NO. BANK OF AMERICA NA R062974 RAYTHEON AIRCRAFT RECEIVABLES CORP TO OR ASSIGNED TO DATE RECORDED GENERAL AVIATION RECEIVABLES CORP September 29, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Ust by registrationnun-6er) I TOTAI.NIIMRFR INVOI.VPF) I N793TA • ENGINES I TOTAI.NIIMRFR INVOI WI) 7. MAKES) • SERIAL PRATT & WHITNEY ITI 5D-5 NO. PCE-3A0256 PCE-3A0257 PROPELLERS I TOTAL NIINIRFR INVOI VFD MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NIJAARFR ENVOI VFD LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM 8050-23 (1.96) (0052-00-5824000) EFTA00012943 tz• • EFTA00012944 00000002674 .. • R06 297 FAA ASSIGNMENT CONVEYANCE R4RDED This FAA Assignment (this "Agreement") is made as of the 22 day of September, 2003 (the "Effective Date") by and among Bank of America, National Associakn as Administrative Agent (the "Original Agent"), Raytheon Aircr414328ortgvagesidirp%r n, a Kansas corporation ("RARC"), and General Aviation Receivables Corporation,. .a cptflaware corporation ("GARC"). ADMIlflSTRATION RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex 1 attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. 03aLfA.0 15(9 WI* et 6' IDS EFTA00012945 EFTA00012946 FILL;),Vali FAA AIRCSilFT P-.1;1'31,:rrirm rsR 803 SEP 23 PM 2 98 OKLAhOm.:,. CITY OKLAHOMA 0 0 0 0 0 0 0 2 6 7 5 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Goveming Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. -2- 1274909v6 EFTA00012947 EFTA00012948 0 0 0 0 0 0 0 2 6 7 6 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. -3- 1274909v6 EFTA00012949 EFTA00012950 0 0 0 0 0 0 0 2 6 7 7 •• -7 ANNEX 1 Security Agreement dated December 31, 1999 between Aircap, L.L.C., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated December 31, 1999, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated December 31, 1999, recorded by the Federal Aviation Administration on March 6, 2000, as Conveyance No. XI40282 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N793TA, and two (2) Pratt & Whitney Ltd. model JT15D-Oaircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257. OF WHICH IS CAPABLE • EACH OF 750 OR MORE RATED PRODUCING TAKEOFF HORSEPOWER EFTA00012951 -3 6EATIMATE certify that I have compared this nt with the original instrument and it is n co test doov of said on Mal. V110:4171NO All , 86 Z hid £2 d3S z . LA7SOLiV vied EFTA00012952 • -, U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO . FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE--RECORDATION FILING DATE: • This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED FAA ASSIGNMENT SEPTEMBER 22, 2003 SEE CONVEYANCE G000258, C013, PGI) FROM DOCUMENT NO. BANK OF AMERICA NA R062973 RAYTHEON AIRCRAFT RECEIVABLES CORP TO OR ASSIGNED TO DATE RECORDED GENERAL AVIATION RECEIVABLES CORP September 29, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOI YR) I N793TA • ENGINES I TOTAL NIIMRFR INVOI wn 2 MAKE(S) SERIAL PRATT & WHITNEY JTISD-5 NO. PCE-JA0256 PCE-JA0257 PROPELLERS I TOTAI. NIIMRFR INVOI VFI) MAKE(S) SERIAL NO. SPARE PARTS --LOCATIONS I TOTAL NIIMRFR MVO! WO LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM 8050-23 (1-96) (0052-00-582-6000) EFTA00012953 EFTA00012954 0 0 0 0 0 0 2 6 7 8 R062973 FAA ASSIGNMENT CONVEYANCE TACORDED This FAA Assignment (this "Agreement") is made as of the 0, 0,, rday of September, 2003 (the "Effective Date") by and among Bank of America, National Aswsiakon,flas Administrative Agent (the "Original Agent"), Raytheon Aircraft 4 learAlgt.s9 CcreSbralidie a Kansas corporation ("RARC"), and General Aviation Receivables Corporation, a ,Delaware corporation ("GARC"). ADMINISTRATION RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex 1 attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. 2“5.t5t) 91(13103 EFTA00012955 EFTA00012956 PLED !MN FAA AIRCR4F7 :-El:: :17.;.171::11 2503 SEP 23 PP1 2 98 OKLAHO.i.k CITY OKLAHOMA 0 0 0 0 0 0 0 2 6 7 9 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. -2- 1274909v6 EFTA00012957 EFTA00012958 000 0 0 00 9 . 6 30 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the, other Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. -3- 1274909v6 EFTA00012959 EFTA00012960 •.. 0 0 0 0 0 0 0 2 6 3 I ANNEX 1 Security Agreement dated September 25, 2001, between , as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated September 25, 2001, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated September 25, 2001, recorded by the Federal Aviation Administration on November 27, 2001, as Conveyance No. G000258 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N793TA, and two (2) Pratt & Whitney model JT15D-5i6aircraft engines bearing manufacturer's serial numbers PCE-JA0257 and PCE-JA0256. CAPABLE OF WHICH IS ATOFD RE EACH PRODUCING 750 OR MORE HORSEPOWER TAKEOFF EFTA00012961 EFTA00012962 Afficp.F.:-LEP....ffiTH FAA ILITIcni en • `" if 8 2003 SEP 23 pri 2 OKLAriont, CITY OKLAHOMA wousinsu‘ .00•10390o luaLurutos mlsut.isto590 otp um* /,Q8104 pue 1•0190 Q9184 a °nett Mil s peledu 91'001181g • -ir• • .01 • •., U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED FAA ASSIGNMENT SEPTEMBER 22, 2003 SEE CONVEYANCE 5118267, C018, PGI ) FROM DOCUMENT NO. BANK OF AMERICA NA R062972 RAYTHEON AIRCRAFT RECEIVABLES CORP TO OR ASSIGNED TO DATE RECORDED GENERAL AVIATION RECEIVABLES CORP September 29, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL . NIIMRFR INVOI vrn I N793TA ENGINES I TOTAL. NIIMRFR INVOLVED 2 MAKE(S) SERIAL PRATT & WHITNEY JT I 5D-5 NO. PCE-JA0256 PCE-JA0257 PROPELLERS I TOTAL. NIIMRFR !NM VFO MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NIIMRFR R4VOI vFn LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM 8050-23 (1-96)(0052-00-582-6000) EFTA00012963 EFTA00012964 0 0 0 0 0 0 0 2 6 8 2 R 0 6 2 9 7 2 FAA ASSIGNMENT CONVEYANCE A WS, ORD ED This FAA Assignment (this "Agreement") is made as of the f t ( day of September, 2003 (the "Effective Date") by and among Bank of America, National Association as Administrative Agent (the "Original Agent"), Raytheon Aircraft 24pgf4bg9 CailoatiA a Kansas corporation ("RARC"), and General Aviation Receivables Corporation, a Delaware corporation ("GARC"). . , , . AV i AT i N ADMINISTRATION RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex 1 attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. us.bo Osa (Du\ la:atiq cots cuice. c_st/Z °I1a3103 EFTA00012965 EFTA00012966 '.71711 FAA AIROFt.V"i ..t.frn7 ;ATINI ce 2003 SEP 23 P19 2 98 OKLA.I4M,A CITY OKLAHOMA 0 0 0 0 0 0 0 2 6 3 3 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. -2- 1274909v6 EFTA00012967 s EFTA00012968 4 0 0 0 0 0 0 2 6 4 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. -3- 1274909v6 EFTA00012969 ., • EFTA00012970 0 0 0 9 0 0 0 2 6 8 5 ANNEX 1 Security Agreement dated January 14, 2002 between Samair, Inc., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated January 15, 2002, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated January 15, 2002, recorded by the Federal Aviation Administration on March 6, 2002, as Conveyance No. SI18267 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N793TA, and two (2) Pratt & Whitney model JT15D-5tircraft engines bearing manufacturer's serial numbers PCE-JA0257 and PCE-JA0256. * EACH OF Wi itH IS CAPABLE OF PRODUCING 750 OR MORE RATED TAKEOFF HORSEPOWER EFTA00012971 EFTA00012972 PLED 'MTH FAA AITICRAYT 2013 SEP 23 PFI 2 48 On..A;i:...;.:1 CITY OKLAHOMA we3 &wet) akV9Idi+egg N FORM APPROVED 9 4 9 OMB No. 2120-0042 r37 VeghTr i&Wir.tic.A DEPARTMENT OF TRANSPORTATION *HillogItiaiVIATiOrs AomitesistAricel-MUCE ISOKRONEY AIERONAISTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE ..• UNITED STATES 793TA REGISTRATION NUMBER N AIRCRAFT MANUFACTURER E MODEL - Raytheon 400A AIRCRAFT SERIAL No. Ft STEP 29 2003 . RK-244 FOR FAA USE ONLY - TYPE OF REGISTRATION (Check one box) a 1. Individual O 2. Partnership O 3. Corporation (51 4. Co-owner O 5. Gov't. is 8. m-Citinn NAME OF APPLICANT (Person(s) shown on evidence of ownership. If Individual, give last name, first name, and middle initial.) 11.) Edward J. Rappa 3.125% of 100% Illik See Attachment -Cro C40--* t:Y- tCi-Oi) TELEPHONE NUMBER: ( ) ADDRESS (Permanent rnailing_e4dress_for MIA applicant listed.) c/o Fix ht u. mons, LLC Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and I or imprisonment (U.S. Code, Title IS, Sec. 1001). CERTIFICATION 0 UWE CERTIFY: (I) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For writing trust, give name of trustee: ) or- CHECK ONE AS APPROPRIATE: a. O A resident afore. with alien registration (Form 1-151 or Form 1-551) No A non-citizen corporation organized and doing business under the laws of (state) b. O and said aircraft is based and primarily used in the United States. Records or dem hours are available for inspection at (2) That the aircraft is not registered under the. laws of any foreign country: and (3) That legal evidence of ownership Is attached or has been filed with the Federal Aviation Administration. n. Use reverse side t1 necessary. esident of DATE .tions, LLC `j45-63 as Attorney-Ism- Edward J. Rappa DATE \ \ NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not In excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00012973 EFTA00012974 ni Pr) "" r" P. 61/4 '03 fill? 28 Arl 9 21 0 0 0 0 0 0 0 0 9 5 0 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION d iceirepj s- a -0- 5 Reg #: N793TA Model: Raytheon 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 25.00% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto • 9.) 6.25% of 100% Shown on Original form hereto 10.) 3.125% of 100% Shown on Original form hereto 11.) 12.) 13.) 14.) 15.) Signatures: Title: Date: sident of lions, LLC Attorney-in-Fact 7,9,10 541-03 sident of n Travel Air Acting as Attomey-in-Fact #3,5,8 By signing above, the appbcant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the -Application-), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012975 VI4Oli v 1510 A113 "!.: -71NO 13 6 WU 83 AIN CO. EFTA00012976 0 0 0 0 0 0 0 0 9 S I ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION data S -t9 -03 Reg #: N793TA Model: Raytheon 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 12.50% of 100% Shown on Original form hereto • 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto Signatures: Title: Date: Vice President of Flight Options, LLC Acting as Attorney-in-Fact 41,2,4,6,7,9,10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3,5,8 By siring above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Applicationl, (II) that all of the information set forth on the Application is true and currect as of this date, and (Ill) theApplication may be executed by the co-owners by executing separate oounterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012977 EFTA00012978 FILED' 'TIA FA A '03 NY 28 fit'l9 21 OKL LiIOHA 4 • - • . 0 0 0 0 0 0 0 0 9 4 8 vED UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONVEYANCE FOR AND IN CONSIDERATION OF $1.00 ovc THE RECORDED UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: 2003 S EP 29 PEI 3 33 UNITED STATES L. ti .., ; , ,;:i1ON REGISTRATION AL MINISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 25T" DAY OF APR., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Writo In This IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER EDWARD J. RAPPA 3.125% OF 100% NEW YORK, NY 10017 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 251" DAY OF APR., 2003. NAME (S) OF SELL: TITLE (TYPED OR PRINTED) YPED OR PRINTED) SELLER FLIGHT OPTIONS, L E PRESIDENT ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 031481015495 85.00 05/28/2003 EFTA00012979 AlnVi401i71)10 •!tlyo 12 6 W 11Z AEU CO. (14714 EFTA00012980 FORM APPROVED OMB No. 2120-0042 -tip-a-rto-,:v-Ams at AMERICA DVIPARTMENT d?-ranshpordiTrioN fi re. TEOCRAt AVIATION ADIONISTRATION-INIKE NONRONET AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER 6 MODEL Raytheon 400A AIRCRAFT SERIAL No. SO LCIM RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Individual • 2. Partnership O 3. Corporation OF 4. Co-owner O 5. Gov't. O 8. hicwb-elliz.en Coryorat NAME OF APPLICANT (Person(s) shown on evidence of ownership. II individual, give test name. first name, and middle Initial.) 0 11.) Flight Options, LLC 3.12 % of 100% (:See Attachment Agljr&ed ck-cc)-TIY.!5 TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant listed.) Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question In this application may be grounds for punishment by fine and / or imprisonment (U.S. Code, Tina 18. Sec. 1001). CERTIFICATION 4. I/WE CERTIFY: (I) That the above aircraft Is owned by the undersigned applicant. who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) Or CHECK ONE AS APPROPRIATE: a. 0 A resident alien, witti alien registration (Form 1-151 or Form 1-551) No. A non-citizen corporation organized and doing business under the laws of (state) b. 0 and said aircraft is based and primarily used in the United States. Records or flight hours are evadable for inspection at • (2) That the aircraft is not registered under the laws of any foreign Country: and (3) That legal evidence of ownership is attached or has been Med with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side it necessary. Vice President of DATE ght Options, LLC ..,...tt}C).7.5 irry \ DATE AN DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which lime the PINK copy of this application must be carried in the aircraft. sat AC Form 8050.1 (12/90) (0052.00-628.9007) Supersedes Previous p:litioo. .)4A/ DAYS r K4 11CA E XTENDE EFTA00012981 • b-10 1,: : `eC•WI 1:4.0 13.30 CI. Ilf11:1 £.(3 EIS II Isl'a ).10111•4 t-132:1.W.i'd I. ICI 3,..•4 1.19 140% EFTA00012982 0 0 0 0 0 0 0 0 6 3 3 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION 81.0.jka Reg #: N793TA Model: Raytheon 400A S/N#: RK-244 Owning an undivided Name ofApplicant: Interest of: Address: 25.00% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto Signatures: Title: Date: • Vice President of Flight Options, LLC Acting as Attorney-in-Fact #1,2.4.6,7,9,10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3,5,8 Lk:3re Vice President of Flight Options, LLC for # 11 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page Is attached (the 'Applications). (II) that all of the information set forth on the Application is true and current as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012983 • • • EFTA00012984 • 0 0 0 0.0 0 0 0 6 3 /4 ATTACHMENT TO AIRCRAFT REpfSTARATION APPLICATION dia**, ttyO3, Reg #: N793TA Model: Raytheon 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 12.50% of 100% Shown on Original form hereto 6.). 6.25% of 100% Shown on Original form hereto 7.) 12.50% of 100% Shown on Original form hereto 8.1k 6.25% of 100% Shown on Original form hereto 9. 6.25% of 100% Shown on Original form hereto 10.) 3.125% of 100% Shown on Original form hereto 11.) 12.) 13.) 14.) 15.) le: Date: e President of ght Options, LLC ting as Attorney-in-Fact e President of ytheon Travel Air Acting as Attorney-in-Fact #3,5,8 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050.1 Aircraft Registration Application, to which this page is attached (the 'Application'), (II) that alt of the information set forth on the Application is true and curved as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shalt be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012985 • .0 VI/ I0W:V41Y0 Vt;C•14• 1O33 0t tali tag 06 ZI 131d Ti HOIL14?.1.V .: 'IV?, EFTA00012986 FORM APPROVED 0 0 0 0 0 0 0 0 6 1 I ,o ruocJ i t, UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONJEYANCE FOR AND IN CONSIDERATION OF $1.00 ovc THE RE:',CRDED UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: .2003 SEP °9 PR 3 33 ' UNITED STATES REGISTRATION I- Lr.,:- ; , ,. p. iiI,TION ADMIIiISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 19m DAY OF MAR., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) PURCHASER MCHALE-MATTSSON INTERESTS, LLC 3.125% OF 100% A TEXAS LIMITED LIABILITY COMPANY AUSTIN, TX 78731 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 191H DAY OF MAR., 2003. NAME (S) OF SELL TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) SELLER FLIGHT OPTIONS, L ICE PRESIDENT ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012987 • Vti013711.',11 A3.10 V1- CD, 6SIIWU 13I tr:18 . 14011.:1111::' 3: 1)..• EFTA00012988 0 0 0 0 0 0 0 0 6 E5 0 cbga 5.!:{ftkl APPROVED UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION OWE. (OiCE AIRCRAFT BILL OF SALE R11eC AD FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DE K§( ,11 up 23 PM 3 33 CRIBED AS FOLLOWS: •vir ION UNITED STATES . REGISTRATION ADbIltilt-., TRATI0N NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 19TH DAY OF MAR., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS LLC 6.25% OF 100% RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 19" OF MAR., 2003. NAME (S) OF SEL TITLE (TYPED OR PRINTE • (TYPED OR PRINTED) SELLER OSF INTERNATION VICE PRESIDENT OF INC. FLIGHT OPTIONS, LLC AS ATTORNEY IN FACT FOR OSE INTERNATIONAL, INC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 031001207149 $5.00 04/10/2003 EFTA00012989 A1iO V:ii.-41V1)10 LS II UV CI 8d9 CO. VUOblV a Hof LT 11.1 :0311 1:I31 V V .4 C1 1.4 EFTA00012990 MAY-19-2003 02:13 pip tysitrEirtr cro c 3 2 445 688 3712 P.01 . .0 0 0 0 0 0- o O I 4 0 R0 6 2 9 6 8 BILL OF SALE AMENDMENT CONVEYANCE RECOIIDED The Bill of Sale Identified in the FAA records as follows: 2003 SEP 29 PM 3 31 Dated: 12-31-01 Recorded: 2-5-02 .,NATION Document#: UU032664 ADMINISTRATION The undersigned parties hereby amend the above described Bill of Sale document covering the following aircraft: BEE RECORDED CONVEYANCE N793TA Make: Raytheon NUMBER u 0 3 2_464 Model: 400A DOC ID rev4 PAGE „5" Serial Number: RK-244 THE BILL OF SALE IS AMENDED TO SHOW THE TITLE OF THE SELLER AS GENERAL PARTNER en ell\Q) Dated this c't ok day of ax,Lk , 2003 SELLER: PURCHASER: Magnatech International, L.P. Raytheon Travel Air Company Title: \1Cfr.,• - SSeScAOF Vice President oNkk\f*-on_.-cy-aqc Ip_c\,- etc c0.6\--7-ilf\rcelek • 032031719171 3.00 07/77/7001 EFTA00012991 r• . tikoliV1NO ADO V IA, 0,1..111111,"vi) vi•yoliv7)10 I0 A120 62 C 1dd 62 911y tee? zz lap tot2 as 13 tivd N011tiliiSiO3i11.-INOUIV HAI1.! 031 -Li " •-• EFTA00012992 U.S. DEPARTMENT OF TRANSPORTATION • • SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. ' TYPE OF CONVEYANCE DATE EXECUTED SECURITY AGREEMENT January 14, 2002 FROM DOCUMENT NO. SAMAIR INC (6.25% INTEREST) 5118267 RAYTHEON AIRCRAFT CREDIT CORP (ASSIGNOR) TO OR ASSIGNED TO DATE• RECORDED RAYTHEON AIRCRAFT RECEIVABLES CORP (ASSIGNOR) March 6, 2002 BANK OF AMERICA NA (ASSIGNEE) THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED 1 N793TA • ENGINES I TOTAL NUMBER INVOLVED 2 MAKE(S) SERIAL PRATT & WHITNEY PW-)T15D-5 NO. PCE-JA0256 PCE-IA0257 PROPELLERS I TOTAL NUMBER INVOLVED MAKE(S) SERIAL . NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N793TA, RAYTHEON AIRCRAFT CO 400A, SERIAL RK-244 AC FORM 8050-23 (1-96) (0052-00-5824000) EFTA00012993 EFTA00012994 3 0 0 0 0 0 006 7 9 Olt • RACC • copy s118267 SECURITY AGREEMENT Raytheon Aircraft Credit Corporation CONVEYANCE RECORDED 1. Grant of Security Interest. To secure the payment of the indebtedness due Raytheon Aircraft Credit Corporation (hereinafter referred to as "RACC") by Samair, Inc. (hereinafter referred to as Papbillg urgler MT 3 17 certain Promissory Note (hereinafter referred to as the "Promissory Note"), dated of even date herewith, and any renewals, extensions or changes in form thereof, and of any and all other indebtedness of Debt" pichRA O terT 0 N direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor gray §,p, to security interest in the following property and in all additions and accessions thereto and 3610 tit replacements thereof, all unearned insurance premiums and insurance proceeds, and the proceeds of all of the foregoing (all of said property is hereinafter collectively referred to as the "Collateral"): A. An undivided 6.25% interest in Raytheon Aircraft Company Aircraft Model Beechjet 400A, Serial Number RK-244, Registration Number N793TA (the "Aircraft"), together with all other property used in the operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all engines, propellers, instruments, avionics, equipment and accessories attached to, connected with, located in or removed from the Aircraft and all logs, manuals and maintenance records. Aircraft Engines: Make: Pratt & Whitney; Model: PW-JT15D-5; Shaft Horsepower: over 750; Serial Number (L): PCE-JA0256; Serial Number (R): PCE-JA0257, together with any replacement engines. Aircraft Propellers: Hub Make: N/A; Hub Model: N/A; Hub Serial Number (L): N/A; Hub Serial Number (R): N/A, together with any replacement propellers. B. All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments, goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as "RTA") agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement, Management Agreement, and Aircraft Interest Purchase Agreement, including any amendments thereto (collectively the "Governing Documents"). C. All proceeds of the foregoing, including, without limitation, all contract rights, general intangibles, accounts, cash, and goods and all payments under any insurance covering the Aircraft and any of its engines, equipment, accessories and accessions. 2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Governing Documents are in full force and effect and current in all respects, that no default or event or condition which with the passage of time would become a default thereunder exists and that no party to any of the Governing Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except as otherwise provided in this Security Agreement, Debtor shall fully perform all Debtors obligations under the Governing Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide RACC, as the secured party, with such information as RACC may request regarding the Governing Documents, any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or arising out of Debtor's right, title or interest in the Collateral, including, without limitation information regarding Debtor's payments and performance thereunder. Debtor agrees not to enter into any amendments or modification of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtors right, title or interest in the Collateral without RACC's prior written consent. Notwithstanding, anything herein to the contrary, RACC shall not be liable under the Governing Documents to perform any of the obligations thereunder, nor be required or obligated in any manner to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by RTA, or pre 6 flaim, or take any action to collect or enforce the payment of any amounts which may have bets noraihich it may be entitled at any time or times. SAMAIR, INC. - Beechjet 400A. Jan-02 EFTA00012995 EFTA00012996 FILE D TIT:i FAA • •- • 7:I.1.11C. Sr: '02 FEB 7 PR 1 24 01:LAIT.), IA CITY OKLAHOMA a.-/..0 0 0 0 0 0 0 0 0i The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. 3. Debtors Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement, Debtor warrants that Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security interest, lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that it is a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor will, at RACC's request, furnish RACC such information and execute and deliver to RACC such documents and do all such acts and things as RACC may reasonably request as are necessary or appropriate to assist RACC in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral is properly titled and registered and the security interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where RACC deems such filings necessary or desirable. 5. Operation, Maintenance and Repair. Subject to the Goveming Documents, Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions: 5a. Subject to the Governing Documents, Debtor shall have complete use of the Collateral until default, and Debtor shall use, operate, maintain and store the Collateral, or any part thereof, properly, carefully and in compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufacturers recommendation and operating and maintenance manuals. 5b. Subject to the Governing Documents, Debtor agrees that the Collateral will be operated only by duly certificated and qualified pilots and shall maintain U.S. registry and shall be based within the geographical boundaries of the United States. 5c. Subject to the Governing Documents, Debtor shall be responsible for and pay for all expenses of owning and operating the Collateral, including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturers operating and maintenance manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the maintenance and operation of the Collateral. 6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breath of warranty endorsement in favor of RACC. RACC may obtain such insurance if such insurance is not provided by Debtor. Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph. RACC, and its assigns, are hereby irrevocably appointed attorney-in-fact for Debtor to endorse for Debtor any checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments. Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation shall at all times be on Debtor. 7. Debtors Possession. Until default, Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Security Agreement. RACC may examine and inspect the Collateral, wherever located, at all reasonable times. At its option, but without assuming any obligation to do so, RACC may discharge taxes, liens or security interests, or other encumbrances levied or asserted against the Collateral, may place and pay for insurance thereon, may order and pay for the repair, maintenance and preservation thereof, and may pay any necessary filing or recording fees. Amounts paid by RACC under the preceding sentence shall be added to Debtors unpaid balance under the Promissory Note, shall be secured by the Collateral and shall be payable upon demand, together with interest at the rate computed as provided in Paragraph 2 of the Promissory Note until paid in full. Subject to the Governing Documents, Debtor shall at all times keep the Collateral, and any proceeds SAMAIR, INC. - Beechjet 400A, Jan-02 EFTA00012997 EFTA00012998 3 0 0 0 0 0 0 0 6 • therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records of the Collateral and any such proceeds. 8. Default. Upon Default, as defined in the Promissory Note, RACC may require Debtor to assemble the Collateral and make it available to RACC at a place to be designated by RACC which is reasonably convenient to both parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtor's address, as shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect, absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. 9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC may declare all indebtedness due under the Promissory Note, as well as any other indebtedness or liability of Debtor to RACC, immediately due and payable. In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security Agreement, in such order and manner as RACC shall choose, in its discretion, and/or (b) cause title to the Collateral to be transferred into the name of RACC or its designee. Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and representatives from and against any and all obligations and/or liabilities arising out of or related to the timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the limitations set forth in the Governing Documents that relate to Debtor's interest in the Collateral. 10. Waiver of Default. No waiver by RACC of any default shall be effective unless in writing, nor operate as a waiver of any other default or of the same default in the future. 11. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise transfer or encumber the Collateral, or any interest therein, or offer to do so or, except in accordance with the Governing Documents, permanently remove or attempt to permanently remove the Collateral from the United States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not permit the Collateral to be attached or replevied. 12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the Promissory Note. 13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this Security Agreement within ten (10) days of such change. 14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT SAMAIR. INC. - Beecliet 40DA. Jan.02 EFTA00012999 . .c.4;714: EFTA00013000 • ari-1 -02 12:50ra Fru-Raytheon Ai rcraft, 0 0 s -;+3167163726 T-105 P.011/011 F-202 3 0 0 0 U ICT OF KANSAS AT S DISTRICT COURT FOR THE DISTR EXCLUSIVELY IN EITHER THE UNITED STATE COUR T OF SEDG WICK COUNTY, EENTH JUDICIAL DISTRICT WICHITA, KANSAS, OR IN THE EIGHT ITHST ANDING THE R COURTS AND TRIBUNALS. NOTW KANSAS, TO THE EXCLUSION OF ALL OTHE ITS SOLE OPTIO N) MAY DEFAULT" SHOULD OCCUR, RACC (AT ABOVE, IN THE EVENT AN "EVENT OF BE APPR OPRIA TE IN ORDE R FOR JURISDICTION AS MAY INSTITUTE A LEGAL PROCEEDING IN ANY PART IES HERE BY CONS ENT AND AGREE COLLATERAL THE RACC TO OBTAIN POSSESSION OF THE GS. CT TO THE JURIS DICTI ON OF THE AFORESAID COURTS IN SUCH PROCEEDIN TO BE SUBJE of any other provision provision hereof shall not affect the validity 15. Enforceability. The unenforceability of any hereof. ys-in-fact, r nder shall bind the heirs, agents and attorne 16. Binding Agreement. All obligations of Debto hereu and severa l. All than one Debtor, their liabilities shall be joint successors and assigns of Debtor. If there be more of its successors and assigns. rights of RACC hereunder shall inure to the benefit without the or any part of its interest in this Security Agreement 17. Assignment. RACC may transfer or assign all r, encum ber or conve y any of its sell, assign, transfe consent of Debtor or any other party. Debtor shall not conse nt of RACC . without the prior written interests in the Collateral or in this Security Agreement constitute ssory Note and the Governing Documents 18. Entire Agreement. This Security Agreement, the Promi t matter hereo f, There are no with respect to the subjec the entire agreement between and among the parties expres sly set forth herein . Neithe r this ns or warran ties not verbal understandings, agreements, representatio by the parties changed orally, but only by writing signed Security Agreement nor the Promissory Note shall be hereto. READ AND FULLY UNDERSTANDS Alit OF THE DEBTOR HEREIN ACKNOWLEDGES THAT DEBTOR HAS BY EXECUTION HEREOF, THE EMENT. TERMS AND CONDITIONS OF THIS SECURITY AGRE D TO EXECUTE THIS SECURITY DULY AUTH ORIZE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE IS AGREEMENT IN THE CAPACITY STATED BELO W. Rti day of imr " 2002, at Wichita, Kansas. Debtor N/A N/A (signature) (titte) Address: N/A Lake Mary, FL 32746 RAYTHEON AIRCRAFT CREDIT CORPORATION By: "RACC" David A. Davis, Vice President SAMAR. INC. - Beerhjet 400A. Jan-02 EFTA00013001 • cfrt:1(b. 1/904V:11'.0 X110 • ZO. 6Z T. Wd L 833 (1310. EFTA00013002 9 .0 0 0 0 0 0 0 6 3 FAA_ASSIGN1V1ENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation ("RACC"), pursuant to the Intercompany Purchase and Contribution Agreement, dated as of March 20, 1997 (as amended, supplemented or otherwise modified from time to time, the "Purchase Agreement"), between RACC and Raytheon Aircraft Receivables Corporation, a Kansas Corporation (the "Buyer"). W I TNESSETE: WHEREAS, RACC, pursuant to a certain contract ("Contract") the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the "Aircraft") and RACC has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby collectively, the "Security Agreement"); WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Buyer, WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchased Agreement and all proceeds thereof, RACC has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as follows: (a) For value received, RACC hereby sells, assigns and transfers, effective on as of January 15. 2002 unto the Buyer all of RACC's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of RACC's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. (b) This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. (c) This FAA Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. EFTA00013003 EFTA00013004 1":"7-1 FA A : .• - :• '02 FEB 7 Pll 1 24 •.A CITY OKLAhOMA 300003 0 0 61 i 2 IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly executed on the day and year written below. Dated: January 15. 2002 2 EFTA00013005 i:cf EFTA00013006 0 0 0 0 0 0 0 0 6 FAA ASSIGNMENT ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller") under the Amended and Restated Purchase and Sale Agreement (as amended and supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of March 18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the financial institutions and special purpose corporations from time to time parties thereunder (the "Purchasers"), Bank of America National Association, as Managing Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the "Administrative Agent), Bank of America National Association and The Chase Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co- Syndication Agents, and each Administrative Agent referred to therein. WITNESSETH WHEREAS, pursuant to that certain contract (the "Contract), the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the "acraft") and the Seller has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby, collectively the "Security Agreement"); WHEREAS, the Seller, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Administrative Agent for the account of the Purchasers; WHEREAS, in order to perfect the Administrative Agent's security interest in all of the Seller's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, the Seller has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, the Seller hereby agrees as follows: EFTA00013007 q EFTA00013008 go2-3 0 0 0 0 0 0 0 0 6 3 2 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of January 15, 2002 unto the Administrative Agent for the ratable benefit of the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of the Seller's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. 2. This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. 3. GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK 2 EFTA00013009 ..cf o a EFTA00013010 0 0 0 0 0 0 0 0 6 7 1N WITNESS WHEREOF, the Seller has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT RECEIVABLES CORPORATION Dated: January 15. 2002 3 EFTA00013011 EFTA00013012 : . F• 7)• . FA 4 '02 FEB 7 PP1 1 Vi ox. CITY OXI:AhOliA FORM APPROVED • n 6 7 / OMB No. 2120-0042 ...) -MS 0F TRANSPORTATION . AS' TAtEb OFtgMERICL _DEPARTMENT.y NTER L l 1 AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES 793TA _ REGISTRATION NUMBER INI AIRCRAFIta Aff igNii n Witer Agli Etompany Beechjet 400A AIRCRAFT SERIAL No. Ti MAR 0 4 Si RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheac one box) o1. Individual 0 2. Partnership 0 3. Corporation (21( 2c Co-owner 0 5. Gov't. 0 8. Non-Citiz en Corporation NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, grve last name, first name, and middle InitiaL) 1. Samair, Inc. OWNING do address below III an undivided 6.25% Interest 2.- See Attachment owning the interest shown on the attachment TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for " Number and street: Rural Route: P.O. Box: CRY STATE ZIP CODE Wichita KS 67207 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code, ITU° 18, Sec. 1001). III IeWE CERTIFY: CERTIFICATION (1) That the above aircraft is owned by the undersigned applicant who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or. CHECK ONE AS APPROPRIATE: a O A resident alien, with alien rogistration (Form 1-151 or Form 1-551) No b. O A norccitizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours aro available for inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE DATE i,OZ(L?= _ ATE HOW cc it .2 6 = 0- L.) (-, = DATE ta -I a W SIGNATURE TITLE cc ato tu cc...c. — NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this aPPrireflee "lust be carried i n the aircr aft- kSania4P_CVPIT__Ciar AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Preilmaxe EXPinE Q 4" /Os /(- T .39z/ to /22 /51- rS EFTA00013013 EFTA00013014 ;AI ED 1. AA '02 FEB r 7 PM 1 24 Ch";.Lm:-.:::: 'A CITY Or;.LAkOVIA 3 0 0 0 0 0 0 0 6 7 3 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N793TA Beech'et 400A Serial: RK-244 Name of applicant: Owning an undivided Address: Interest of: 5% Shown on original form hereto 2.5% Shown on original form hereto .25% Shown on original form hereto .25% Shown on original form hereto 2.5% Shown on original form hereto .25% Shown on original form hereto 2.5% Shown on original form hereto 3/6/97 .25% Shown on original form hereto .25% Shown on original form hereto Signatures: Title: Date: 2-10. Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact 1 IS 1.9a... By signing above, the applicant agrees and stipulates (1) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Applcation, to which this page is attached (the "Application"), (i) that all of the information set forth on the Application is true and correct as of this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application EFTA00013015 VI-IORV11:0 hil3 Yri!VntirCI hC I Lid L 23A 20, VV Cria11:1 EFTA00013016 • • UNITED STATES OF AMEiICAg 0 n n g 0 0 .6 7 FORM APPROVED US DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADIADDSTMION" AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE PP01967 or° vala42 CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: - UNITED STATES REGISTRATION NUMBER N793TA CONVEYANCE RECORDED AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. 2002 MRH 9 P11 2 09 RK-244 DOES This 15th DAY OF January 2001 FEDERAL AVIATION HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED ADMINISTRATION De Boac 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FORNMet7BrEsONLY NAME AND ADDRESS INDIVIDUAL(S) . GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL) OWNING PURCHASER an undivided 6.25% Interest ICnI DEALER CERTIFICATE NUMBER EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 15th DAY OF January 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR PRINTED) (IN INK) (IF EXECUTED (TYPED OR PRINTED) FOR CO-OWNERSHIP, ALL MUST SIGN.) csa Raytheon Travel Air Company r. Contracts Manager Ia ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA 0203111330243 05.00 02/07/2002 EFTA00013017 Ito vt4OKOrt.,.0 1.110 V VIZ 131c1 L ,„ • EFTA00013018 at FORM APPROVED a 0 .0 0- 0 OMB No. 2120-0042 ' UNITEQ STATES OF AMERICA DEPARTMENT OF TRANSPCiFITATIOW ..../ 7 FEDERAL AVLICTION ADLEFASTTLITTION-NeCE UONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPUCATION CERT. ISSUE DATE 3 9-3 UNITED STATES REGISTRATION NUMBER 793TA AIRCRAFT MANUFACTURER & MODEL N Raytheon Aircraffr Company Beechjet 400A AIRCRAFT SERIAL No. UU FEB 0 5 2002 RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check ono box) O 1. Individual O 2 Partnership O 3 Corporation MGC Co-owner O 5. Gov't. m 13. 1.kinalzen Corporation NAME OF APPUCANT (Person(s) shown on evidence of ownership. If individual, give Iast name, first name, and middle initial.) 1. Raytheon Travel Air Company OWNING 0 c/o address below an undivided 6.25% Interest 2.- See Attachment the interest as shown on the attachment TELEPHONE NUMBER: ( M) )00 ADDRESS (Permanent mailing address for first applicant retied.) Number and street Rural Route: P.O. Box: CITY STATE ZIP CODE Wichita KS 67207 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. -A false or dishonest answer to any question In this application may be grounds for punishment by fine and imprisonment (U.S. Code, Tree 18. Sec. 1001). 4i VINE CERTIFY: CERTIFICATION (1) That the above aircraft is owned by the underafgnod apP•Zicant, who is a citizen (including corporations) of the United States. (For voting trust give name of trustee: ) or CHECK ONE AS APPROPRIATE a O A resident alien. with alien registration (Form 1-151 or Form 1-551) No. b. O( A non-eittcers corporation organized and doing business under the laws of (state) and said aircraft is based and primzeity used in the United States. Records or flight hours am available for Inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNAT RE SIG TITLE DATE r!, l= VE M. 1. r. Contracts Manager 12/31/01 u- m M SIG TITLE DATE i-- CD =O Cr m US 2 '- See Attachment ac-6g ,,,...a_J cf. SIGNATURE TITLE DATE M ad c NOTE Pending receipt of the Certificate of Aircraft Registration, the airomft may be operated for a period not In excess of 90 days. during which time the PINK copy of this application must be canted in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00013019 EFTA00013020 '01 D E C 3 1 .4111110 02 :., hdrs 010-.4.140 CI T 1-1A .r- 0 0 0 0 0 0 0 0 3 7 0 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N793TA Beech'et 400A Serial: RE:244 Name of applicant: Owning an undivided Address: Interest of: • 25% Shown on original form hereto 12.5% Shown on original form hereto .25% Shown on original form hereto .25% Shown on original form hereto 2.5% Shown on original form hereto .25% Shown on original form hereto 2.5% Shown on original form hereto 3/6/97 .25% Shown on original form hereto .25% Shown on original form hereto Signatures: Title: Date: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact lot By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Applcation, to which this page is attached (the "Application"), Qi) that all of the Information set forth on the Application is true and correct as of this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application EFTA00013021 EFTA00013022 '01 DEC 31 F11910 02 ONLAHOI..; CITY OKLAFIONA •bg. . . y•- UNITED STATES ormencAri US. DEPARTMENT OF TRANSPORTATIONFE6 MIATTON AD,CLISTMODONO C 0 3 6 8 FORM APPROVED OUR HO. 21204:032 • AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNERS) OF AN u03266 33-1 UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N793TA 'CONVEYANCE RECORDED - AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Beechjet 400A AIRCRAFT SERIAL No. RK-244 2002 FEB 5 P19 1 51 DOES THIS 31st DAY OF December, 2001 HEREBY SELL GRANT, TRANSFER AND DEUVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED FEDERAL AVIATION 6.25% INTEREST IN SUCH AIRCRAFT UNTO: NAME AND ADDRESS 46101274580 (IF INDIVOXIAL(S), GIVE LAST NAME,FIRST NAME. AND MIDDLEDUIIAL) OWNING an undivided 6.25% Interest Ra theon T v ' mpany ichita, K 67207 DEALER CERTIFICATE NUMBER AND TO EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEALnits 31st DAY OF December, 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR PRINTED) (EN INKUIF EXECUTED (TYPEDOR PRINTED) SELLER Magnatech International, L.P. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECOR nrAv:. T.:own/ER may RF RFCITriarn %iv I Me? I sIV L'elli VAt mrry nr rum nacre?ninn • ORIGINAL: TO FAA 013651010595 55.00 12/31/2001 EFTA00013023 EFTA00013024 • -• Til.4 FAA •:- • : '01 DEC 31 RBI 10 02 0:aAHOeiA CITY OKLAHOMA •g2• U.S. DEPARTMENT OF TRANSPORTATION - SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION FILING DATE This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED Security Agreement 9/25/2001 FROM DOCUMENT NO. G000258 TO OR ASSIGNED TO DATE RECORDED Bank of America National Association November 27, 2001 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED 1 N793TA ENGINES I TOTAL NUMBER INVOLVED 2 MAKE(S) SERIAL P&WITISD-5 NO. PCE-JA0256 PCB-MOM PROPELLERS I TOTAL NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N793TA Raytheon Aircraft Company 400A, Serial # RK-244 AC FORM 8050-23 (1-96) (0052-00-5824000) EFTA00013025 /1437-/g EFTA00013026 ') 0 0 0 0 0 0 ! / 2' 2 0 G000258 COPY RACC . SECURITY AGREEMENT ON' ANCE 8717 -c--Pnrn Raytheon Aircraft Credit Corporation ilk AU 27 AN 7 92 1. Grant of Security Interest. To secure the e indebtethieis due. RaitaatAircraft Credit Corporation (hereinafter referred to as "RACC") by (hereinafterireferrecl trf AWICP.blor") under that certain Promissory Note (hereinafter referred to as the "Promissory Note"), dated of even date herewith, and any renewals, extensions or changes in form thereof, and of any and all other indebtedness of Debtor to RACC, either direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor grants to RACC a security interest in the following property and in all additions and accessions thereto and substitutions and replacements thereof, all unearned insurance premiums and insurance proceeds, and the proceeds of all of the foregoing (all of said property is hereinafter collectively referred to as the "Collateral"): A. An undivided 6.25% interest in Raytheon Aircraft Company Aircraft Model Beechjet 400A, Serial Number RK-244, Registration Number N793TA (the "Aircraft"), together with all other property used in the operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all engines, propellers, instruments, avionics, equipment and accessories attached to, connected with, located in or removed from the Aircraft and all logs, manuals and maintenance records. 71-fro,r Aircraft Engines: Make: Pratt & Whitney; Model: PW asTelimilQ; Shaft Horsepower over 750; Serial Number (L): PCE-JA0256; Serial Number (R): PCE-JA0257, together with any replacement engines. Aircraft Propellers: Hub Make: N/A; Hub Model: N/A; Hub Serial Number (L): N/A; Hub Serial Number (R): N/A, together with any replacement propellers. B. All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments, goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as "RTA") agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement, Management Agreement, and Aircraft Interest Purchase Agreement, including any amendments thereto (collectively the "Governing Documents"). C. All proceeds of the foregoing, including, without limitation, all contract rights, general intangibles, accounts, cash, and goods and all payments under any insurance covering the Aircraft and any of its engines, equipment, accessories and accessions. 2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Governing Documents are in full force and effect and current in all respects, that no default or event or condition which with the passage of time would become a default thereunder exists and that no party to any of the Governing Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except as otherwise provided in this Security Agreement, Debtor shall fully perform all Debtors obligations under the Goveming Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide RACC, as the secured party, with such information as RACC may request regarding the Governing Documents, any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or arising out of Debtors right, title or interest in the Collateral, including, without limitation information regarding Debtors payments and performance thereunder. Debtor agrees not to enter into any amendments or modification of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtor's right, title or interest in the Collateral without RACC's prior written consent. Notwithstanding, anything herein to the contrary, RACC shall not be liable under the Governing Documents to perform any of the obligations thereunder, nor be required or obligated in any manner to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by RTA, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 012841406011 815.00 10/11/2001 , Sep 01 EFTA00013027 EFTA00013028 FILED WITH FAA AIRCRAFT REGISTRATION BR '01 OCT 11 PF 1 55 OliLAHOilA CITY OKLAHOMA J 7 -Ise ) 0 0 0 0 0 0 I 2 2 1 The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial . Code. 3. Debtor's Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement, Debtor warrants that Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security interest, lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that it is a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor will, at RACC's request, furnish RACC such information and execute and deliver to RACC such documents and do all such acts and things as RACC may reasonably request as are necessary or appropriate to assist RACC in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral is properly titled and registered and the security interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where RACC deems such filings necessary or desirable. 5. Operation, Maintenance and Repair. Subject to the Governing Documents, Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions: 5a. Subject to the Governing Documents, Debtor shall have complete use of the Collateral until default, and Debtor shall use, operate, maintain and store the Collateral, or any part thereof, properly, carefully and in compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufacturer's recommendation and operating and maintenance manuals. 5b. Subject to the Governing Documents, Debtor agrees that the Collateral will be operated only by duly certificated and qualified pilots and shall maintain U.S. registry and shall be based within the geographical boundaries of the United States. 5c. Subject to the Governing Documents, Debtor shall be responsible for and pay for all expenses of owning and operating the Collateral, including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturers operating and maintenance manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the maintenance and operation of the Collateral. 6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breach of warranty endorsement in favor of RACC. RACC may obtain such insurance if such insurance is not provided by Debtor. Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph. RACC, and its assigns, are hereby irrevocably appointed attorney-in-fact for Debtor to endorse for Debtor any checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments. Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation shall at all times be on Debtor. 7. Debtor's Possession. Until default, Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Security Agreement. RACC may examine and inspect the Collateral, wherever located, at all reasonable times. At its option, but without assuming any obligation to do so, RACC may discharge taxes, liens or security interests, or other encumbrances levied or asserted against the Collateral, may place and pay for insurance thereon, may order and pay for the repair, maintenance and preservation thereof, and may pay any necessary filing or recording fees. Amounts paid by RACC under the preceding sentence shall be added to Debtor's unpaid balance under the Promissory Note, shall be secured by the Collateral and shall be payable upon demand, together with interest at the rate computed as provided in Paragraph 2 of the Promissory Note until paid in full. Subject to the Governing Documents, Debtor shall at all times keep the Collateral, and any proceeds Sep-01 EFTA00013029 ,37--/41 1. EFTA00013030 37-13 0 0 0 0 0 0 ! 2 2 2 therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records of the Collateral' and any such proceeds. 8. Default. Upon Default, as defined in the Promissory Note, RACC may require Debtor to assemble the Collateral and make it available to RACC at a place to be designated by RACC which is reasonably convenient to both parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtor's address, as shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect, absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. 9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC may declare all indebtedness due under the Promissory Note, as well as any other indebtedness or liability of Debtor to RACC, immediately due and payable. In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security Agreement, in such order and manner as RACC shall choose, in its discretion, and/or (b) cause title to the Collateral to be transferred into the name of RACC or its designee. Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and representatives from and against any and all obligations and/or liabilities arising out of or related to the timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the limitations set forth in the Governing Documents that relate to Debtor's interest in the Collateral. 10. Waiver of Default. No waiver by RACC of any default shall be effective unless in writing, nor operate as a waiver of any other default or of the same default in the future. 11. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise transfer or encumber the Collateral, or any interest therein, or offer to do so or, except in accordance with the Governing Documents, permanently remove or attempt to permanently remove the Collateral from the United States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not permit the Collateral to be attached or replevied. 12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the Promissory Note. 13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this Security Agreement within ten (10) days of such change. 14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT Sep-01 EFTA00013031 EFTA00013032 FILED WiTP, FAA IP.CR A F T REG;STR A 7 ION 62 '01 OCT 11 Pf9 1 55 OKLAHOMA CITY OKLAHOMA c5" 7 — if 1 0 0 0 0 0 0 I 2 2 3 WICHITA, KANSAS, OR IN THE EIGHTEENTH JUDICIAL DISTRICT COURT OF SEDGWICK COUNTY, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. NOTWITHSTANDING THE ABOVE, IN THE EVENT AN "EVENT OF DEFAULT" SHOULD OCCUR, RACC (AT ITS SOLE OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR RACC TO OBTAIN POSSESSION OF THE COLLATERAL. THE PARTIES HEREBY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. 15. Enforceability. The unenforceability of any provision hereof shall not affect the validity of any other provision hereof. 16. Binding Agreement All obligations of Debtor hereunder shall bind the heirs, agents and attorneys-In-fact, successors and assigns of Debtor. If there be more than one Debtor, their liabilities shall be joint and several. All rights of RACC hereunder shall inure to the benefit of its successors and assigns. 17. Assignment RACC may transfer or assign all or any part of its interest in this Security Agreement without the consent of Debtor or any other party. Debtor shall not sell, assign, transfer, encumber or convey any of its interests in the Collateral or in this Security Agreement without the prior written consent of RACC. 18. Entire Agreement. This Security Agreement, the Promissory Note and the Governing Documents constitute the entire agreement between and among the parties with respect to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties not expressly set forth herein. Neither this Security Agreement nor the Promissory Note shall be changed orally, but only by writing signed by the parties hereto. DEBTOR HEREIN ACKNOWLEDGES THAT DEBTOR HAS READ AND FULLY UNDERSTANDS ALL OF THE TERMS AND CONDITIONS OF THIS SECURITY AGREEMENT. BY EXECUTION HEREOF, THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE IS DULY AUTHORIZED TO EXECUTE THIS SECURITY AGREEMENT IN THE CAPACITY STATED BELOW. Executed this 23 day of aptater 2001, at Wichita, Kansas. Debtor: Debtor: N/A N/A (title) (signature) (title) Address: Address: N/A Vienna, VA 22182 RA By: Sep-01 EFTA00013033 EFTA00013034 FILED WITH FAA AIRCRAFT REGISTRA TIO?1 '01 OCT 11 PM 1 55 OKLAHOMA CITY OKLAHOMA S 7- ) 0 0 0 0 0 0 1 2 2 4 FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) ASSIGNMENT (the "FAA Assignment), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation ("RACC"), pursuant to the Intercompany Purchase and Contribution Agreement, dated as of March 20, 1997 (as amended, supplemented or otherwise modified from time to time, the 'Purchase Agreement"), between RACC and Raytheon Aircraft Receivables Corporation, a Kansas Corporation (the "Buyer"). W I TNESSETH: WHEREAS, RACC, pursuant to a certain contract ("Contract") the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the "Aircraft") and RACC has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby collectively, the "Security Agreement"); WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Buyer; WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchased Agreement and all proceeds thereof, RACC has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as follows: (a) For value received, RACC hereby sells, assigns and transfers, effective on as of September 25. 2001 unto the Buyer all of RACC's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of RACC's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. (b) This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. (c) This FAA Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. EFTA00013035 37-t• . EFTA00013036 -7 ") 0 0 0 0 0 0 I 2 2 5 2 IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT CREDIT CORPORATION Dated: September 25.2001 E=E 2 EFTA00013037 ,32-.co EFTA00013038 (.57-5" ) 0 0 0 0 0 0 1 2 2 6 FAA ASSIGNMENT ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller") under the Amended and Restated Purchase and Sale Agreement (as amended and supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of March 18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the financial institutions and special purpose corporations from time to time parties thereunder (the `Purchasers"), Bank of America National Association, as Managing Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the "Administrative Agent"), Bank of America National Association and The Chase Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co- Syndication Agents, and each Administrative Agent referred to therein. wITNES SETH WHEREAS, pursuant to that certain contract (the "Contract"), the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the "Aircraft") and the Seller has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby, collectively the "Security Agreement"); WHEREAS, tile Seller, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Administrative Agent for the account of the Purchasers; WHEREAS, in order to perfect the Administrative Agent's security interest in all of the Seller's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, the Seller has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, the Seller hereby agrees as follows: EFTA00013039 3>-Lf EFTA00013040 ) 0 0 0 0 0 0 1 2 2 7 97-3 2 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of September 25. 2001, unto the Administrative Agent for the ratable benefit of the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of the Seller's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. 2. This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. 3. GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK 2 EFTA00013041 EFTA00013042 1 0 0 0 0 0 0 I 2 2 8' 3 IN WITNESS WHEREOF, the Seller has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT RECEIVABLES Dated: September 25, 2001_ 3 EFTA00013043 EFTA00013044 FILED WITH FAA :RCR AFT REGISTRATION 3R '01 OCT 11 P19 1 55 AHCMA CITY OKLAHOMA • • J •• • • • • FORM APPROVED S OMB No. 2120-0042 a • In I 4-1 on, I CrathED MATE ...43F AMETRICA PAR MENT SPO ATION Se , ___.3 FEDERAL AVIATION ADMINISTRATION -NIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION S.--- APPLICATION CERT. ISSUE DATE UNITED STATES _ REGISTRATION NUMBER 14 793TA AIRCRAFT MANUFACTURER & MODEL e Raytheon Aircraft Company Beechjet 4OOA M OCT 3 0 2W 1 AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) 0 1. Individual 0 2. Partnership D 3. Corporation )U4. Co-owner D 5. Gov't. 0 Non Citizen 8.— . Co/potation NAME OF APPLICANT (Person(s) shown on evidence of ownership. II individual, give last name, first name, and middle Initial.) . 1. OWNING e fr c/o address below an undivided 6.25% Interest 2.- See Attachment owning the interest shown on the attachment TELEPHONE NUMBER: ( ' ADDRESS (Permanent mailing address for first applicant Number and street• Rural Route: P.O. Box: CITY STATE ZIP CODE Wichita KS 672O7 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment (U.S. Code, Title 18, Sec. 1001). CERTIFICATION 4110 EWE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who Is a citizen (including corporations) of the United States. (For voting trust. give name of trustee: ) on CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1-151 or Form 1-551) No b. 0 A non-citizen corporation organized and doing business under the laws of (state) and said :aircraft is based and primarily used in the United States. Records or flight hours are available for Inspection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been riled with the Federal Aviation Administration. NOTE nts must sign. Use reverse side it necessary. TYPE OR PR SIGNA DATE on_ . 1. 4 ti_ s) = SIGNA q-- aSsoi DATE 2? LC1 2.— See Attachment -c-c= 0-00 = a_ i.5 SIGNATURE TTELE DATE ta ' %1 NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not In excess of 90 days, during which time the PINK copy of this application must bo carried in the aircraft. ,• s". a • 71— •••-., •"."-:•-• ta. ,^ .r -:r— f - ...--r ar9 r a L.; t • J • AC Form 8050-1 (12/90) (0052-00-628.9007) Supersedes Previous ,Fil r:EPS TO I.=.'-iii ERIE /7 O/ EFTA00013045 • VI-IOk1V1)1 O V 1 -1 O 1 -rIMO ALIO S I td-d • T T 1.00 TO, S IV 3IVI:AVUOU t•CALV::11.S1O C311:1 "1:3 :13.114-A EFTA00013046 ) 0 0 0 0 0 0 ' 1 2' I 9 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N793TA Beechiet 400A Serial: RIC-244 Name of applicant: Owning an undivided Address: Interest of: Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto cneral partners Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Signatures: Title: Date: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact 9/zs Io / By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Appleation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this date, and (ii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application EFTA00013047 EFTA00013048 V.1.7;:, 17.1%A AIRCRAFT REGISTRATION BR '01 OCT 11 Pfq 1 55 OKLAHOMA CITY OKLAHOMA 8)O UNITED STAIStgICAI 2 1 7 A05285 FORM APPROVED US. DEPARTMENT OF TRANSPORTATI N VIATION ADISIDTION° I OMB NO. 2120-CO42 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN - UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES CONVEYANCE RECORDED • REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A 2001 OCT 30 PP 2 31 AIRCRAFT SERIAL No. RK-244 FEDERAL AVIATION DOES This 25th DAY OF September 2001 ADMINISTRATION HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED Do Not WAR In *Maio( 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF IMRVIDUAMS), GIVE LAST NAME, MST NAME. AND MIDDLE INDIAW OWNING an undivided 6.25% Interest do Wichita, KS 67207 DEALER CERTIFICATENUMBER AND TO EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL nus 25th DAY OF September 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR maw) (ININK)(IT EXECUTED (TYPED OR MINTED) FOR CDOWNERSIRP, ALL MUST SIGN.) SELLER Raytheon Travel Air Company I Sr. Contracts Manager I ACKNOWLEDGEMENT MOT REOUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER_ MAY RE REWIRED WI LOCAL LAW FOR vAf mrry nr Tur INCIIIIna ohm \ 012841406011 95.00 10/11/2001 ORIGINAL: TO FAA EFTA00013049 EFTA00013050 FILED WITH FAA :.!::CRAFT REGISTRATIOU '01 OCT 11 Pig 1 55 OKLAHOMA CITY OKLAHOMA - •_s. _ pc?Pv FORM APPROVED OMB No. 2120-0042 L i UNItED otTES‘tiF AAEIRICA b€PARTritENT‘ 6F TR4.JSPORTATION FEDERAL AVIATION ADMMSTRATION-NIKE NIONPI0KEY AFRO NAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE - UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER 8 MODEL N 793TA .6 -1 _5 Raytheon Aircraft AIRCRAFT- SERIAL No. Company Rtner-bioat LrOflA K. JUL 1 8 2001 PK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check ono box) en El 1. Individual 0 2. Partnership 0 3. Corporation [Rx4. Co-owner • 5. Gov't. 0 P . NOn-Cittio NAME OF APPLICANT (Person(s) shown on evidence of ownership. If Individual, give last name, first name, and middle Initial.) • 1. Raytheon Travel Air Company OWNING c/o address below an undivided 6.25% interest 2.- tiO See Attachment owning the interest as shwon on the attachment TF1FPHONE NUMBER: ( 316 ) 676-8000 ADDRESS (Permanent mailing address for first applicant listed.) Number and street: _____ ___ . . _ Rural Route: PO. Box: CITY STATE ZIP CODE Wichita KS 67207 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may bo grounds for punishment by find and/or imprisonment S. Code, Title 18, Sec. 1001). CERTIFICATION UWE CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant, who Is a citizen (Including corporations) of tho United States. (For voting trust, give name of trustee: ) or- CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1-151 or Form 1-551) No A non-citizen corporation organized and doing business under the laws of (state) b. 0 and said aircraft Is based and primarily used in the United States. Records or flight hours are available for Inspection at (2) That the aircraft Is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE • • TITLE DATE EACH PART OF THIS - Sr. Contrartg Manager 1/10/01 TITLE DATE APPLICATION MUST 10 See Attachmenet -- BE SIGNED IN INK. SIGNATURE DATE NOTE Pending receipt of the Certificate of Aircraft Regi..tration, the aircraft may bo operated for a period not in excess of 90 days, during which time the PINK copy of this application must bo carried in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition O-Cve"./ /n-fr EFTA00013051 EFTA00013052 FILED WITH FAA AIRCRAFT RECISTRATION BR -2601 JUN -12 RP) 10 "16 • OKLA-Ho..A CITY OKLAHOMA . • 1:•.•••• • . • • • ..• . - - • ":••:_;••. • • • -- • , - .."‘- • •••• - 0 0 0 0 0 0 0 0 9 3 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION 54- • N793TA Beechiel 400A Serial: RK-244 Name of applicant: Owning an undivided Address: Interest of: Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto general partners Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Signatures: Title: Date: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact 313O/of By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-I Aircraft Registration Applcation, to which this page Is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application EFTA00013053 EFTA00013054 FILED WITH FAA AIRCRAFT REGISTRATION BR 2001 JUN 12 API 10 16 OKLAHOMA CITY OKLAHOMA UNITED STATE-p..11OF alERIpe. n FORM APPROVED US. DEPARTMENT OF TRANSPORTATIORTInEadorWiONWDMIARAIGN AIRCRAFT BILL OF SALE 0 9 2 9 K 030853 ONO NO. 2120-0042 FAR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNERS) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: F 33-I UNITED STATES CONVEYANCE RECORDED N793TA • REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A 2001 JUL 18 RP) 7 13 AIRCRAFT SERIAL No. RK-244 DOES THIS CitkiAY OF March 2001 FEDERAL AVIATION HEREBY SELL GRANT. TRANSFER AND DELIVER ALL ADMINISTRATION RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED Do Not Wale In This Sack 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS roxVIDIJALIT). GIVE LAST NAME. MIST NAME AND MIDDLE INITIAL) OWNING PURCHASER an undivided 6.25% Interest Raytheon Travel Air Company Wichita, KS 67201 DEALER CERTIFICATE NUMBER AND TO CCILSSDCLS . AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS lid& Ta idOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS DAY OF March 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE [TYPE OR HUNTED) (Thl VOC) (I, EXECUTED (TYPED OR MAIO) FOR CO.OWNERSIIIP. ALL MUST SIGN.) SELLER rustee of the rust --.1 -e-e-- ACKNOWLEDGEMENT NOT REOUIREO FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REOUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA 0i/63/SOWS 5.0 O 6 - a -al 1 a2/6: /"4-7- EFTA00013055 33 • V;YOH7l)10 '114014V1NO 91 OT WV OT Nil IOU I fy that I have compared the. fore- going with the original fioliVaISIOrd and it is a true and correct VVA HIM% 03112 copy thereof. EFTA00013056 FspN91 qo Yr, FORM APPROVED OMB No. 2120-0042 UNITED SLATES OF AMERICA DEPARTMENT OF TRANSPORTATION -.. . V .6., .4 0 I Ftanal_ AVIATION AOMINISTRATION-MIKE MOINFIONLTY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE . UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL N793TA 3 c2 • a Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. ag APR 1 .9 2001 RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock ono box) 0 1. Individual 0 2. Partnership 0 3. Corporatioraci 4. Co-owner 0 5. Gov't. 0 8. Non-Citizen Corporation NAME OF APPLICANT (Porson(s) shown on evidence of ownership. If individual. givo last name, first name. and middle initial.) 1. OSF International, Inc. OWNING al l xio c/o address below an undivided 6.25% Interest 2.- See Attachment owning the interest shown on the attachment TELEPHONE NUMBER: AP ADDRESS (Permanent malting address for first applicant listed.) Number and street' Rural Route: P.O. Box: CITY - STATE ZIP CODE Wichita KS 67207 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A (also or dishonest answer to any question in this application may bo grounds for punishment by Ono and / or impnsonment S. Code, Title Is. Soc. 1001). CERTIFICATION ME CERTIFY: (1) That the above aircraft is owned by the undersigned applicant. who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) on. CHECK ONE AS APPROPRIATE: a. D A resident alien, with alien registration (Form 1-151 or Form 1-551) NO. b. 0 A non-citizen corporation organized and doing business under the laws of (state) and said aircraft Is based and primarily used in the United States. Records or flight hours are available for Inspection at (2) That the aircraft Is not registered under the laws of any foreign country: and (3) That legal evidence of ownership Is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE DATE EACH PART OF THIS C -r -- 0 /3 2 1 4 11 0/ 0 APPUCATION MUST 2.- °See Attachment BE SIGNED IN INK SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may bo operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050.1 (12/90) (0052-00-628-9007) Supersedes Previous Edition C7/ o 941/ Ste -2 Cole 015— 51/4 /0 / EFTA00013057 EFTA00013058 FT) Wi1 'Di 1 7I FAA 1PR y O n L pn .: 3 28 O - K L r ; A A H OMA CITY I • . • _7 c - ' 0 0 0 0 0 0 2 2 8 2 • ATTACHMENT TO AIRCRAFT REGISTRATION 302-1 APPLICATION N793TA Beech'et 400A Serial: RK-244 Name of applicant: Owning an undivided Address: • Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto general partners Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Signatures: Title: Date: 2-10.) Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact a 1 ts t By signing above, the applicant agrees and stipulates (1) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Appleation, to which this page Is attached (the "Application"), (II) that all of the information set forth on the Application Is true and correct as of this date, and (lii) the Application may be executed by the co-owners by executing separate counterpart signature page, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application EFTA00013059 3-07 A ' VI4OH VH Y1X 83 Ou 0 C h nl '0 0 id h — Hdfd TO. Lb, EFTA00013060 UNITED STATES OnAmEgICA n FORM APPROVED uS. DEPARTMENT OF TrwrseorrATioN mew. AVIATICKS AD/ISTIOTION0 8 0 OMB NO. 2120-0042 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN 31-I UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES QQ022693 REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A CONVEYANCE AIRCRAFT SERIAL No. RECORDED RK-244 DOES THIS 16th DAY OF March 2001 HEREBY SELL GRANT, TRANSFER AND DEUVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: oomeaLii.PER0.19 API 8 33 FOR FAA USE ONLY NAME AND ADDRESS FE.DEr.:L INDWIDUAL(S) . GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL-) OWNINer" " rai an undivided 6.25% Interest -tt OSF International Inc. do Wichita, KS 67207 DEALER CERTIFICATE NUMBER AND TO ...cdts successors. EkEHIffeltt-Pd3ME445FROSOHS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 16th DAY OF March 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE ("MEGA PRINTED) INK) OF EXECUTED (TYPED OR PRINTED) FOR CO-OWNERSHIP. ALL MUST SIGN.) r. Contracts Manger rn ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAUDITY OF THE INSTRUMENT.) CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA EFTA00013061 3 Al I4NV7X0 Vf.-'?“-7"n I hereby certify that I 82 £ lid h have compared the fore- WO TO. going with t tr vd - : and it is a true ua copy thereof. EFTA00013062 PILING COPY FORM APPROVED OMB No. 2120-0042 • UNIT.S.O IE.FV0IF 41'4RICrpEPAVMEISLDF TWINSPkiliTATIOEI ti 9 -- FEDERAL VA i TI0N.ADIMNIWTRATIONlliaKE E ONRON AsnoNAUTrcAt. centime AIRCRAFT REGISTRATION APPLICATION 30 • CERT. ISSUE DATE -UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. -.- 5 6 e..-D RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock one box) 1. Individual O 2. Partnership O 3. CorporationkR 4. Co-owner O 5. Gov't. O 8. No O NAM F APP I A P . n show n evid nc f ownership. If Individual, give last name, first name, and middle Initial.) 1. s Trustees of the OWNING all ngae an undivided12.50% Interest do address below owning the interest shown on 2.S See Attachment the attachment TELEPHONE NUMBER: ( ADDRESS (Permanent mailing address for first applicant listed.) Number end street: Rural Route: P.O. Box: CITY STATE ZIP CODE Wichita KS 67207 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fino and /or imprisonment d Code, Title ta, Soc. 1001). i CERTIFICATION UWE CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or CHECK ONE AS APPROPRIATE: a. O A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. O A non-citizen corporation organized and doing business under the laws of (state) and said aircraft Is based and pernaray used in the United States. Records or flight hours are available for Inspection at (2) That ere aircraft Is not registered under the laws of any foreign country: and (3) That legal evidence Of ownership Is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. -rep • : - : •I Lhtl : et CuLli : TITLE ,.. DATE c=1- -C - %1 - T` —.. i • c:.-) • b k O 71T-LE ya2.1..C__CT a e- DATE ‘.0 115=2;EitialC /— ,..TO--c7t g t co . t. ee Attachment TITLE NOTE Pending receipt of the Certificate of Akeraft Registration,.the aircraft may be operated for a poriod not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition 0 70:5 3 / a y& 47 S5" .07 EFTA00013063 • •- 30IR Nre,37 Aect.;% -.1c;cygrnt., 7.1 .oarit .ts,1 >UK It IWO - A. 7 4O a ri 'S ••• 1.-nt• •-••••Ge: VP. - ;.,3.A.8; 42••• 'J'ae• C • at,- •• C112. 6. a a E.::: ".• a oda • Ina rar3.1.71.1. *98 - cozsna Ji J Gignotyti • -Oka VIC:A-0 NekONANI -010 NI NI t0, IA0 tit VINA Wa, 1.-s‘c3-3%-)-3.1v,ovir4 WO tiS'AVA75.1, A 14011--4 kk ti‘ EFTA00013064 ' •- • 10 Q. 0 2 1 05 f9TE9CIPMENT TO AIRCRAFT REGISTRATION APPLICATION 30-I N793TA Beechief 400A Serial: RK-244 Name of applicant: Owning an undivided Address: Interest of: Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto eneral partners Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Signatures: Title: Date: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact Senior Contracts Manager of Raytheon Travel Air Company a.la,~o lity signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-I Aircraft Registration Appicatlon, to which this page is attached (the "Application"), (II) that all of the information set forth on the Application Is true and correct as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application EFTA00013065 EFTA00013066 FILED W ITH FAAN SR EGISTRATIO AIRCRAFT R 2 44 '01 MN 14 NI A CITY OKLAHOMO OKLAH MA UNITED STAIESF Rit a FORM APPROVED U 5•DEPARTMENT OPAANSPORY ON E AVID . N ,.., uNISgtATKO 2 1 0 3 ome NO. 21204042 AIRCRA BI L OF SALE FOol AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: Q0226 2 UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL CONVEYANCE - Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RECORDED RK-244 DOES THIS 2nd DAY OF February 2001 HEREBY SELL GRANT, TRANSFER AN0 DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 2001 19Mock flPi 8 33 APRIn This DoNW Wow 12.50% INTEREST IN SUCH AIRCRAFT UNTO: FOR F.44,0SE,0NLY, . • - • NAME AND ADDRESS Ilf INDIVIDIJAUS) . GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL) OWNING an undivided 12.50% Interest PURCHASER and as Tru t Trust U/A/D 3/6/97 do Wichita, KS 67207 DEALER CERTIFICATE NUMBER • AND TO EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS1H-tE 0F. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 2nd DAY OF February 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR HUNTED) LNIC) OF EXECUTED (TYIPEGOR MINTED) FOR co.onwtRmuy, ALL MUST SIGN.) r. Contracts Manager ts3 ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES Of FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA EFTA00013067 V1-10HV1U0 All3 VI-10HV1510 n I hereby certify that I hil 2 Wci hi NNW illha*compared the fore- da NOIlValSIORII3V a )jog with the original VV.3 Hilirk 0311 pyItthereof. is a true and correct EFTA00013068 FORM APPROVED Ia FILING CO iu B No.,2120-0042 i n.... UNITED STATES OF AMERICA DEPAttt F TbkispbtA-ndati v it • • F710191AL AVIIMON A0IdataSTRATION-MIRE NR EW I AERONAMICIU_ CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE 01 8: - UNITED STATES REGISTRATION NUMBER 793TA AIRCRAFT MANUFACTURER & MODEL 14 hP00 Adrrrafr Company Beechiet 4OOA AI CRAFT SERIAL No. ro l t 0 1BC-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check ono box) IS 1. Individual O 2. Partnership O 3. Corporation OKX4. Co-owner O 5. Govt. O 8. Non-Citizen • NAME OF APPLICANT (Porson(s) shown on evidence of ownership. II individual, give last name, first name. and griddle initial.) 1. Raytheon Travel Air Company OWNING Ill c/o address below an undivided 18-75% Interest 2.2 ‘ See Attachment owning the interest as showr on the attachment TELEPHONE NUMBER: ( ADDRESS (Permanent mailing address for first applicant listed.) Number and street Rural Route: P.O. Box: CITY STATE ZIP CODE Wichita KS 672O7 Ili CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and imprisonment (U.S. Code, Title 18, See. 1001). CERTIFICATION UWE CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant, who Is a citizen (Including corporations) of the United States. (For voting trust, give name of trustee: ) Or: CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. 0 A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used In the United States. Records or flight hours are available for Inspection at (2) That the aircraft Is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIG F TTLE DATE EACH PART OF THIS 1 _ Sr Contracts Manager 1/31/01 SIG ITLE DATE APPLICATION MUST clamant SE SIGNED IN INK. SIGMA RE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. 0/0 0 AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition * 5 - -V/516/3 EFTA00013069 a. • •. • • lO )10 14 \i'f V 1,40 Ir101-IV1 V A113 22 . 413i TO LO TT Wd )301:11 V 11- 13 V 011 .V 21. 1.S103 MQ 3113 kH3 14 VV dHi1 EFTA00013070 o 91194C19WIRVT9'O9IR&AlT3EaSTRATION APPLICATION a $-I ' N793TA Beech et 400A Serial: RK-244 Name of applicant: Owning an undivided Address: Interest of: Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto general partners Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Signatures: Title: Date: 2-9.) Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact / 2. 7/ /O/ By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Applcation, to which this page Is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application EFTA00013071 EFTA00013072 FILED WITH FAAN BR AIRCRAFT REGISTRATIO '01 FEB 22 Rift 11 37 OKLAHOMA CITY OKLAHOMA • At UMTEO STATES OF EFTS* n FORM APPROVED US DEPARTMEM OF fRANSPORTAT EDCRAL AVIADONADMPUTRAAN 0 I 9 2 3 OMB NO. 2120-0042 • ' AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: QQ0 2 2 6 1 . UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL CONVEYANCE Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RECORDED RK-244 DOES THIS pi DAY OF January 2001 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED .2011QPR 00 rim run 19 BPI 8 33 Mis BI0Ck 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA_VS,EQNLX 7. • •• NAME AND ADDRESS INDMDUAL(S) . OMB LAST NAME. FIRST NAME. ANDMIDDLE INMAL) OWNING PURCHASER an undivided 6.25% Interest Raytheon Travel Air Company Wichita, KS 67201 DEALER CERTIFICATE NUMBER AND TO frZ<CGC S .721 -H etECUPEIRBrADMINISW. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 0 i--- 13AY OF January 2001 I NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR PRIMED) (V CM(IF EXECUTED (TYPED OR PRINTED) FOR CO-OVRIERSEXP. ALL MUST SELLER REI Air, LLC a ACKNOWLEDGEMENT 124OT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER MAY BE REOUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT] CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA EFTA00013073 I hereby certify that I have compared the fore- Al l3 V140/10,0,71310 LC TT WY 22 03d as uoiivalsioae LIV83201, V lid PLUM 03113 EFTA00013074 UNITED via s FORM APPROVED .US, DEPARTMENT OP TRANSPORTA sZtEATAAnsxmosai F-- 9 2 2 0148 NO. 21208342 AIRCRAFT BILL OF SALE , FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE ?4 -1 OF THE AIRCRAFT DESCFUBED AS FOLLOWS: QQ022690 UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A CONVEYANCE AIRCRAFT SERIAL No. RECORDED RK-244 DOES THIS I 1 dDAY OF January 2001 HEREBY SELL GRANT, TRANSFER AND DEUVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: 2samiLfin FOR grA.,$1,1K ONLY. 8 33 NAME AND ADDRESS L.L/L.\-‘1... • (IF INDIVIDUAL(S) . GIVE LAST NAME. FIRST NAME, AND MIDDLE INITU•L) awf471`48ncr ‘T'"' rat an undivided 6.25% Interest Ra eon Travel Air Company Wichita, KS 67201 DEALER CERTIFICATE NUMBER AND TO a Tagif c?sScry'S EXTIGI:FPINESMDMRITSERWEGRS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS T IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS!, DAY OF January 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR PRINTED) (IN INK) OF EXECUTED (TYPED OR PRINTED) FORGO-OWNERSHIP. ALL MUST SELLER Interactive Pictures Corporation Z --7) / g I ACKNOWLEDGEMENT (NOT REOIRREO FOR PURPOSPS or FAA arrimenrun• HOU/Pt/FR MAY RR Tarn RRMay! Mu T • ur coo vAAnnn., ne TUC weannaexrr • CERTIFIED COPY ORIGINAL: TO FAA TO BE RECORDED BY FAA EFTA00013075 I hereby certify that I have compared the fore- going with the original and it' a true and correct cop l reof. 110 V /41/1NO V140I-ION VIXO LC TT ILILI 7293d TO. 6 NOLL V lid siDia 80e Hlikt 173713 r; EFTA00013076 VOTED STATEB OtteEtitca n FORM APPROVED U.SpePARTMENT OF TRANSPORTATI ONADMIUTRAN 0 1 9 2 1 OMB NO. 21204042 AIRCRAFT BILL OF SALE . FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNERS) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 00022639 REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. CONVEYANCE RK-244 RECORDED DOES THIS AqttlDAY OF December 2000 HEREBY SELL GRANT, TRANSFER AND DELIVER AU. RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FaMingly An 8 33 NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL) FEDERAL .""!:',TION OWNIPC1INISTR.\TION PURCHASER an undivided 6.25% Interest Ra heon Travel Air Company , DEALER CERTIFICATE NUMBER AND TO .4,1(3 7/14 CC €S.SOrs. EXEOYFORWROMINISEREFFORSRAND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THLSAA 4 DAY OF December 2000 NAME (S) OF SELLER SIGNATURE (S) TITLE Um pit PRINTED) OH INK) (IF EXECUTED (TYPEDOR MINTED) FOR CO-OWNERSHIP. ALL MUST SIGN.) SELLER CIAO, LLC Ari 4 A// 46Pcv L._ ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING! HOWEVER. MAY RE REQUIRED RY LOCAL LAW FOR VALIDITY OF THE INSTRIMF_NT.1 CERT FLED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA EFTA00013077 . .15 I hereby certify that I have compared the fore- 0HWIXO A113 V140Hrl NO LC TT ILIEJ ZO 03.4 TO 88 NOEL V alS1038 V V.1 H.LIM 13V832:1111 0311j EFTA00013078 x1.4 9 183 • GA LOAN 0000000 1 587 CON [(Worn deals drawn under the March 20, 1997 Agreement) Beechjet400A RECORDED Serial RK-244 Registration N793TA (10 if' Engine Make, and Model its Pratt & Whitney PW JT15D-5 !001 FEB 28 AN 10 18 *7 ?y Engine Serial #s FEDERAL AVIATION (2%4.,- e 0 GI, Propeller Make and Model #s Propeller Serial #s PCE-JA0256 and PCE-JA0257 • N/A . N/A ft' Ill.' ADMINISTRATION 4,-,39,- y t. 4. VO‘ RELEASE The undersigned, assignee of an interest of Raytheon Aircraft Credit Corporation (F/K/A Beech Acceptance Corporation, Inc.), secured party under the Security Agreement dated Thar embpr 30 , 1999 , with CIAO, LLC as debtor, recorded by the Federal Aviation Administration on .7, me 30 , 2000 , as Conveyance No. VV016656 , which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of December 30 1999 , recorded by the FAA on June 30, 2000 , as Conveyance No. VV016656 , and by FAA Assignment dated as of December 30 , 1999 recorded by the FAA on June 30, 2000 , as Conveyance No. VV016656 hereby releases all of its interest the collateral covered by said Security Agreement. Dated this 29th day of December , 2000 BANK OF AMERICA NATIONAL ASSOCIATION, AS AD By:' The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this 29th day of December , 2000 This release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. . etEircp, AO Gar D EFTA00013079 EFTA00013080 FILED AIRCRAFT R WITH FAA EGISTR A TIO N OR '01 JfiN 25 R PI 11 28 OKLAHOMA OKLAHOMC ITY A f/c:A v. •. le, •-••••;,.. 23 - 9 U.S. DEPARTMENT OF TRANSPORTATION • SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION FILING DATE: This form is to be used in cases where a conveyance coven several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED Security Agreement 12/30/99 FROM DOCUMENT NO. CIAO LLC VV0I 6656 TO OR ASSIGNED TO DATE RECORDED Bank of America NA Administrative Agent June 30, 2000 TFIE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED 1 793TA ENGINES I TOTAL NUMBER INVOLVED 2 MAKE(S) SERIAL Pratt & Whitney PW ITI 5D-5 NO. PCE-JA0256 PCE-3A0257 PROPELLERS I TOTAL NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS —LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: 793TA, Raytheon 400A, s/n RK-244 AC FORM 8050-23 (1-96) (005240-582-6000) EFTA00013081 . c,?3—ig EFTA00013082 0 n 0 8 0 0 v v 0 16 6 S RACC SECURITY AGREEMENT o 3-17 D0NVEIANt, Raytheon Aircraft Credit Corporation 'EC0RDED CERTIFIED COPY TO BE RECORDED BY FAA , nn 30 pin 12 32 1. Grant of Security Interest. To secure the payment of the indebtedness duel-JR*Theon Aircraft Credit Corporation (hereinafter referred to as "RACC") by CIAO,LLC (hereinafter referred to as r".Cebtort) tiriclecnbt certain Promissory Note (hereinafter referred to as the "Promissory Note"), dated of everraal•edlei.e.With,,,ari6q,ny renewals, extensions or changes in form thereof, and of any and all other indebtedness of f5Agtort AAtt, either direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor grants to RACC a security interest in the following property and in all additions and accessions thereto and substitutions and replacements thereof, all unearned insurance premiums and insurance proceeds, and the proceeds of all of the foregoing (all of said property is hereinafter collectively referred to as the "Collateral"): A. An undivided 6.25% interest in Raytheon Aircraft Company Aircraft Model Beechjet 400A, Serial Number RK-244, Registration Number N793TA (the "Aircraft"), together with all other property used in the operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all engines, propellers, instruments, avionics, equipment and accessories attached to, connected with, located in or removed from the Aircraft and all logs, manuals and maintenance records: Aircraft Engines: Make: Pratt & Wnitney; Model: PW JT15D-5; Shaft Horsepower over 750. Serial Number (L): PCE-JA0256; Serial Number (R): PCE-JA0257 , together with any replacement engines. Aircraft Propellers: Hub Make: N/A; Hub Model: N/A; Hub Serial Number (L): N/A; Hub Serial Number (R): N/A, together with any replacement propellers. B. All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments, goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as "RTA") agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement, Management Agreement, and Aircraft Interest Purchase Agreement, including any amendments thereto (collectively the "Governing Documents"). C. All proceeds of the foregoing, including, without limitation, all contract rights, general intangibles, accounts, cash, and goods and all payments under any insurance covering the Aircraft and any of its engines, equipment, accessories and accessions. 2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Governing Documents are in full force and effect and current in all respects, that no default or event or condition which with the passage of time would become a default thereunder exists and that no party to any of the Governing Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except as otherwise provided in this Security Agreement, Debtor shall fully perform all Debtor's obligations under the Governing Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide RACC, as the secured party, with such information as RACC may request regarding the Governing Documents, any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or arising out of Debtor's right, title or interest in the Collateral, including, without limitation information regarding Debtor's payments and performance thereunder. Debtor agrees not to enter into any amendments or modification of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtor's right, title or interest in the Collateral without RACC's prior written consent. Notwithstanding, anything herein to the contrary, RACC shall not be liable under the Governing Documents to perform any of the obligations thereunder, nor be required or obligated in any manner to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by RTA, or present or file any claim, or (Rev 11/99) 1 1 47lizetik-er 0 0(q31.9.25y/t,t,75 5-4221/40 EFTA00013083 EFTA00013084 t 4 Fikict. FIt-ED cu "00 FM 22 P(1 12 03 0:: Li-. c")% :A CITY OKLAHOMA 0 0 0 0 8 3 6 take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. 3. Debtor's Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement, Debtor warrants that Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security interest, lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that it is a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor will, at RACC's request, furnish RACC such information and execute and deliver to RACC such documents and do all such acts and things as RACC may reasonably request as are necessary or appropriate to assist RACC in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral is properly titled and registered and the security interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where RACC deems such filings necessary or desirable. 5. Operation, Maintenanceand Repair. Subject to the Governing Documents, Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions: 5a. Subject to the Governing Documents, Debtor shall have complete use of the Collateral until default, and Debtor shall use, operate, maintain and store the Collateral, or any part thereof, properly, carefully and in compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufacturers recommendation and operating and maintenance manuals. 5b. Subject to the Governing Documents, Debtor agrees that the Collateral will be operated only by duly certificated and qualified pilots and shall maintain U.S. registry and shall be based within the geographical boundaries of the United States. 5c. Subject to the Governing Documents, Debtor shall be responsible for and pay for all expenses of owning and operating the Collateral, including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturers operating and maintenance manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the maintenance and operation of the Collateral. 6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breach of warranty endorsement in favor of RACC. RACC may obtain such insurance if such insurance is not provided by Debtor. Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph. RACC, and its assigns, are hereby irrevocably appointed attorney-in-fact for Debtor to endorse for Debtor any checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments. Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation shall at all times be on Debtor. 7. Debtors Possession. Until default, Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Security Agreement. RACC may examine and inspect the Collateral, wherever located, at all reasonable times. At its option, but without assuming any obligation to do so, RACC may discharge taxes, liens or security interests, or other encumbrances levied or asserted against the Collateral, may place and (Rev 11/99) 2 EFTA00013085 . 023-ILA .. EFTA00013086 0 0 r" .) 0 0 0 8 3 7 023-/g pay for insurance thereon, may order and pay for the repair, maintenance and preservation thereof, and may pay any necessary filing or recording fees. Amounts paid by RACC under the preceding sentence shall be added to Debtors unpaid balance under the Promissory Note, shall be secured by the Collateral and shall be payable upon demand, together with interest at the rate computed as provided in Paragraph 2 of the Promissory Note until paid in full. Subject to the Governing Documents, Debtor shall at all times keep the Collateral, and any proceeds therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records of the Collateral and any such proceeds. 8. Default. Upon Default, as defined in the Promissory Note, RACC may require Debtor to assemble the Collateral and make it available to RACC at a place to be designated by RACC which is reasonably convenient to both parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtor's address, as shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect, absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. 9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC may declare all indebtedness due under the Promissory Note, as well as any other indebtedness or liability of Debtor to RACC, immediately due and payable. In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security Agreement, in such order and manner as RACC shall choose, in its discretion, and/or (b) cause title to the Collateral to be transferred into the name of RACC or its designee. Debtor understandsand agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and representatives from and against any and all obligations and/or liabilities arising out of or related to the timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the limitations set forth in the Governing Documents that relate to Debtor's interest in the Collateral. 10. Waiver of Default. No waiver by RACC of any default shall be effective unless in writing, nor operate as a waiver of any other default or of the same default in the future. 11. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise transfer or encumber the Collateral, or any interest therein, or offer to do so or, except in accordance with the Governing Documents, permanently remove or attempt to permanently remove the Collateral from the United States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not permit the Collateral to be attached or replevied. 12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the Promissory Note. (Rev 11199) 3 EFTA00013087 . a3-/a, EFTA00013088 0 0 r, 0 0 0 8 3 O23- i I 13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this Security Agreement within ten (10) days of such change. 14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT WICHITA, KANSAS, OR IN THE EIGHTEENTH JUDICIAL DISTRICT COURT OF SEDGWICK COUNTY, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. NOTWITHSTANDING THE ABOVE, IN THE EVENT AN "EVENT OF DEFAULT' SHOULD OCCUR, RACC (AT ITS SOLE OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR RACC TO OBTAIN POSSESSION OF THE COLLATERAL. THE PARTIES HEREBY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. 15. Enforceability. The unenforceability of any provision hereof shall not affect the validity of any other provision hereof. 16. Binding Agreement All obligations of Debtor hereunder shall bind the heirs, agents and attorneys-in-fact, successors and assigns of Debtor. If there be more than one Debtor, their liabilities shall be joint and several. All rights of RACC hereunder shall inure to the benefit of its successors and assigns. 17. Assignment RACC may transfer or assign all or any part of its interest in this Security Agreement without the consent of Debtor or any other party. Debtor shall not sell, assign, transfer, encumber or convey any of its interests in the Collateral or in this Security Agreement without the prior written consent of RACC. 18. Entire Agreement This Security Agreement, the Promissory Note and the Governing Documents constitute the entire agreement between and among the parties with respect to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties not expressly set forth herein. Neither this Security Agreement nor the Promissory Note shall be changed orally, but only by writing signed by the parties hereto. DEBTOR HEREIN ACKNOWLEDGES THAT DEBTOR HAS READ AND FULLY UNDERSTANDS ALL OF THE TERMS AND CONDITIONS OF THIS SECURITYAGREEMENT. BY EXECUTION HEREOF, THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE IS DULY AUTHORIZED TO EXECUTE THIS SECURITY AGREEMENT IN THE CAPACITY STATED BELOW. .2A AI Executed this-2/ - day ofikefither, 199'9, at Wichita, Kansas. Palm Beach, FL 33410 33410 RAYTHEON AIRCRAFT CREDIT CORPORATION (Rev 11/93) 4 EFTA00013089 • a-i° EFTA00013090 0 0 n 0 0 0 8 3 9 023-9 FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation ("RACC"), pursuant to the Intercompany Purchase and Contribution Agreement, dated as of March 20, 1997 (as amended, supplemented or otherwise modified from time to time, the "Purchase Affreement"), between RACC and Raytheon Aircraft Receivables Corporation, a Kansas Corporation (the "Buyer"). W I TNES S HI WHEREAS, RACC, pursuant to a certain Contract, the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft [the "Aircraft"]) and RACC has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby collectively, the "Security Agreement"); WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Buyer; WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, RACC has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as follows: (a) For value received, RACC hereby sells, assigns and transfers, effective on as of December 30. 1999 unto the Buyer all of RACC's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of RACC's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. (b) This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. (c) This FAA Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. EFTA00013091 as-8" EFTA00013092 0 0 n. n 0 0 Q 8 q 0 2 O23- 7 IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT CREDIT CORPORATION Dated: December 30. 1999 2 EFTA00013093 . 023 - G9 EFTA00013094 0 n 000 8 4 I ,o3-5 FAA ASSIGNMENT ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller") under the Amended and Restated Purchase and Sale Agreement (as amended and supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of March 18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the financial institutions and special purpose corporations from time to time parties thereunder (the "Purchasers"), Bank of America National Association, as Managing Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the "Administrative Agent"), Bank of America National Association and The Chase Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co- Syndication Agents, and each AdministrativeAgent referred to therein. WITNESSETH WHEREAS, pursuant to a certain Contract, the obligor has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft, the "Aircraft") and the Seller has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby, collectively, the "Security Agreement"). WHEREAS, the Seller, pursuant to the Purchase Agreement, has agreed to assign the Contract and Receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Purchasers; WHEREAS, in order to perfect the Purchasers' security interest in all of the Seller's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, the Seller has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, the Seller hereby agrees as follows: EFTA00013095 c,23'-1 EFTA00013096 . oon cnopo s 4 2 2 c23-3 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of December 30. 1999 unto the Administrative Agent for the ratable benefit of the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of the Seller's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. 2. This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. 3. GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2 EFTA00013097 ••• a3-2- EFTA00013098 . o on n nnoo a ll 3 a3-I WITNESS WHEREOF, the Seller has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT RECEIVABLES CORPORATION Dated: December 30. 1999 3 EFTA00013099 025 I hereby certify that I have compared the fore- going with the original A lin1-10H117140 t• • • 1.1:7 CO Or bid 23 AR1 00, EFTA00013100 _ FILINQ CrpVY,-, FORM APPROVED ( 9MB No. 2120-00-42 Lc UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEOERA1- AVIATION ADIAINISTRATON-WKE IMONRONEY AERONAUTICAL CENTER f :-.;t y •t ._. L • ... 9 nt AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER- is - Al 7SSTA -2-2 - S AIRCRAFT MANUFACTURER & MODEL Jiii Raytheon Aircraft Company 13s=atzlat 400A % tiAlf 1 2 2T% AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock ono box) O 1. Individual O 2. Partnership O 3. Corporation .9 1‘.4. Co-owner O 5. Gov't. O 8. N°nCilizen Corporation NAME OF APPLICANT (Person(s) shown on evidence of ownership. If indnndual, give last name, first name, and middle Initial.) 1_ Colas, Inc. OWNING c/o address below an undivided a 6.25% Interest 2.-I°See Attachment owning the interest shown on the attachment TELEPHONE NUMBER: ( ADDRESS (Permanent mailing address for first applicant listed.) Number and street- Rural Route: P.O. Box: CITY STATE ZIP CODE Wichita KS 67201 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. - A false or dishonest answer to any question in this application may bo grounds for punishment by fine and/or imprisonment (U.S. Code, Title 18, Sec. 1001). II lAvE CERTIFY: CERTIFICATION (I) That the above aircraft Is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trust ) or: CHECK ONE AS APPROPRIATE: a. ID A resident alien, with alien registration (Fenn 1-151 or Form 1-551) No b. 0 A non-citizen corporation organized and doing business under the laws of (state) and said aircraft Ls based and primarily used In the United States. Records or flight hours aro available for Inspection at (2) That the aircraft Is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE TITLE DATE EACH PART OF THIS 1," :- / 2.. 14e--"E/AC-e--4-a-7- # i 5- i I oo TITLE DA APPLICATION MUST 2.- See Attachment BE SIGNED IN INK. SIGNATURE - TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may bo operated for a period not in excess of 00 days, during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (12/90) (0052-00-628.9007) Supersedes Previous Edition --rf /5 to 7D e -x 0-// -00 % 0 z_o EFTA00013101 • • OM a - - 4. 022 -2, • IP4'4 'e- ▪ •• 1•• `;„ • • e" • • VI-101AV "PLO %IOW/ 1:10 1.3_1O \I A IT (30.. 0 In *at VI tkkit;12'lf...14:•1 V.3_S•rat-tti 21'3 raillIV t.1 t.: I 1 EFTA00013102 • l• 97.194 CDMAV74}O SiThra'aFT 12E3/STRA TION APPLICATION; N793TA Beec/:jet 400A Serial: RK-244 Name of applicant: Owning an undivided Address: Interest of: on original form hereto on original form hereto on original form hereto on original form hereto on original form hereto eneral partners on original form hereto on original form hereto on original form hereto on original form hereto Signatures: Title: Date: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact S /o2, By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Applcation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of N• hich when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application Cliqa ‘C)4°I.Ajt cr EFTA00013103 .1 ' 17k0,1 V 7 A _up trkonvMO"IMO ZI rid TT Mid 00, .1:2::eavz:sIscr! EFTA00013104 uNrito STATES+ViCA FORM APPROVED VS.DEPARTMENT OT TRANSPORTATION WIN non n OW NO. 21204012 AIRCRAFT B1L , 0, Alf, "Penl" pqRTIFIED :,TO!BE COPY FOR AND IN CONSIDERATION OF S & OTHER VALUABLE RECORDED BY FAA X 11 9 0 5 7 5 CONSIDERATIONS THE UNDERSIGNED OWNERS) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TTTI.E OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N793TA CONVEYANCE AIRCRAFT MANUFACTURER ei MODEL RECORDED It?i Raytheon Aircraft Companyiesechiet 400A AIRCRAFT SERIAL No. RK-244 DOES THIS 1St DAY OF May 2000 '00 nay 12 Pfl 1 56 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED Do N„ Thc,;D i g R A L AVIATION 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE OWN' S TR ATIO N NAME AND ADDRESS (IF INDIVIDUAL(5). GIVE LAST RAW, FIRST NAME. AND MIDDLEINITIAL) OWNING PURCHASER an undivided 6.25% Interest Colas Inc c/o Wichita, KS 67207 DEALER CERTIFICATE NUMBER AND TO .4t3 LIAAct...o.440YS Eilte:HORS7RIXVISILSTR:ICIDES. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THLS 1st DAY OF May 2000 NAbIE (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR PIUNIED) (IN Dag BF ERECMED (TYPED OR PAINTED) FOR CO.OWNERSDIP, ALL MUST SIGN.) Raytheon Travel Air Company Sr. Contracts Manager A VLED (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA 0 O132-/S 14-zegO sc 4-- /7-00 EFTA00013105 • • HOW/ '1%0 V1401O71510 /113 00, I hereby certify that I have compared fore- Oy ZI I,ld it MN going with Z15107:3 If; anditisat IT reitIV 1-17114 copy thereo EFTA00013106 L2 0-/ 3 0 1 0 ri 0 o 9 S 3 NUMBER CHANGED Tkl 7 t STil- DATE 4 MAK 14 2000 alk r ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number N793T A r i llig Aircraft Makc and Model U.S Deportment offronsportoNon RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number Federal Aviation Serial Number Administration N RK -244 7150010 428HR Issue Date: ID ICAO AIRCRAFT ADDRESS CODE MARCH G1, 2000 FOR N793TA = 52542324 This is your authority to change the United States registra- tion number on the above described aircraft to the special registration number shown. iiiIIIIIIIIII Carry duplicate of this form in the aircraft together with the ed I CHIT A KS 67207-1315 old registration certificate as interim authority to operate the aircraft pending receipt of revised certificate of registration. RAYTHEON TRAVEL AIR CO Obtain a revised certificate of airworthiness from your near- MICHEL S PIPELINE CONSTRUCTION INC est Flight Standards District Office. SOUTHEASTERN MILLS INC The latest FAA Form 8130-6, Application c T—AL For Airworthiness on file Is dated: OCTOBER 01 • 1999 The airworthiness classification and category: STD TRANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is affixed on the aircraft. A revised certificate will then be issued. This authority is valid for 90 days from the issue date. fil The authority to use the special number expires: MARCH 01. 2001 CERTIFICATION: I certify that the special registration number was placed on the RETURN FORM TO: aircraft esc ' a . . . . gistry, AFS-750 Signat a oma i , Oklahoma 73125-0504 Title of Owner: /Va c ActkoNt vt:. Fa- CA/ ns ISSUED TEMP CERT OF Vt tst. +CO ( C-Q_C , 462 4 r nye. . ,... 7- 4 444' L A . a C. EG TO EXprE ei -I3-ocs ) gZekt....Jli Date Placed on Aircraft: 1 _ , T OO I 9 1--(esdir, AC Form t060-64 (615) Supersedes Previous Edition EFTA00013107 • c:•" FAL\ • ! •. : 111.ED BR Aircr4 AFT REGISTRATION '00 PM 10 -fill 9 49 OKLAHOMA CITY OKLANOFIA V • • EFTA00013108 oe .!1;' t • p. 1 1 n 0 •) 4 MORGAN AIRCRAFT TITLE SERVICES. INC. RETURI1 tO Date: 11/01/99 • TO: FAA Aircraft Registry Wail REGISTERED Cana. RECORDS CHANGE FOR A.NUMSER 7q3 ATTENTION: Central Records ,Slik Please reserve ONE (1) special identification number(s) per order of choice. 6 MAR 01 2000 N793TA* In Choice rd Choice 3" Choice 4th Choice • Irfor Assignment to: Make and Model. RAYTHEON AIRCRAFT COMPANY 400A Serial No.: RK-244 Registration No.: N428HR SEND in Notice Er -- AC Form 8050-64 to: RAYTHEON TRAVEL AIR COMPANY • O Form 8050-7 WICHITA, KS. 67201 G' Please send to Morgan Aircraft Title Services in the Public Documents Room. ADDITIONAL INSTRUCTIONS *LETTER OF RELEASE ATTACHED. Than 993051212021 S 10.00 11/01/1999 EFTA00013109 EFTA00013110 FILED WITH FAA 7 ^ tux:- • '99 NOU 1 API 11 59 OKLAHOMA CI TY OKLAHOMA • • bl' , cl I Raytheon Raytheon Aircraft Company October 29th, 1999. Federal Aviation Administration Central Records Oklahoma City, OK 73127 Dear Sirs, N793TA is reserved by Raytheon Aircraft Company and we hereby release and transfer this number to Raytheon Travel Air Company, for assignment to Beechjet 400A Serial Number RK-244. If you have any questions, please contact me on Sincerely, EFTA00013111 EFTA00013112 FILED WITH FAA '99 NOU 1 API 11 59 OKLAHOMA CITY OKLAHOMA 61" U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO _________ FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE--RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED S/A 12-31-99 FROM DOCUMENT NO. AIRCAP LLC X140282 RAYTHEON AIRCRAFT CREDIT CORP - SECURED PARTY - ASSIGNOR TO OR ASSIGNED TO DATE RECORDED RAYTHEON AIRCRAFT RECEIVABLES CORP - ASSIGNEE - ASSIGNOR March 6, 2000 BANK OF AMERICA AS ADMINISTRATIVE AGENT- ASSIGNEE THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED I N428Hat ENGINES I TOTAL NUMBER INVOLVED 2 MAKE(S) SERIAL P & W PW-IT15D-5 NO. PCE-JA0256 PCE-JA0257 PROPELLERS I TOTAL NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N4281-ER RK-244 RAYTHEON AIRCRAFT COMPANY 400A AC FORM 5050-23 (1-96) (0052-00-582-6000) EFTA00013113 17-18 EFTA00013114 3 ri 2 x140282 C. 0 1 0 0 0 RACC SECURITY AGREEMENT /7- 17 conv._ • CERTIFIED COPY Raytheon Aircraft Credit Corporation FEC0;. ED TO BE RECORDED BY FAA 1. Grant of Security Interest. To secure the payment of the indebtedness dWu Raytheon C 6 Aircraft PR 9 31 Credit Corporation (hereinafter referred to as "RACC") by AIRCAP LLC (hereinafter referred ti, 2cpot gkaltoralthaearat certain Promissory Note (hereinafter referred to as the "Promissory Note"), dated of even, e. h,ricith6qrscttany renewals, extensions or changes in form thereof, and of any and all other indebtedness oftde for to RACC, either direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor grants to RACC a security interest in the following property and in all additions and accessions thereto and substitutions and replacements thereof, all unearned insurance premiums and insurance proceeds, and the proceeds of all of the foregoing (all of said property is hereinafter collectively referred to as the "Collateral"): A. An undivided 12.5% interest in Raytheon Aircraft Company Aircraft Model Beechjet 400A, Serial Number RK-244, Registration NumbePtN793TA (the "Aircrafr), together with all other property used in the operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all engines, propellers, instruments, avionics, equipment and accessories attached to, connected with, located in or removed from the Aircraft and all logs, manuals and maintenance records. Aircraft Engines: Make: Pratt & Whitney; Model: PW-JT15D-5; Shaft Horsepower. over 750. Serial Number (L): PCE-JA0256; Serial Number (R): PCE-JA0257, together with any replacement engines. Aircraft Propellers: Hub Make: NA; Hub Model: NA; Hub Serial Number (L): NA; Hub Serial Number (R): NA, together with any replacement propellers. B. All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments, goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as "RTA") agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement, Management Agreement, and Aircraft Interest Purchase Agreement, including any amendments thereto (collectively the "Goveming Documents"). C. All proceeds of the foregoing, including, without limitation, all contract rights, general intangibles, accounts, cash, and goods and all payments under any insurance covering the Aircraft and any of its engines, equipment, accessories and accessions. 2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Governing Documents are in full force and effect and current in all respects, that no default or event or condition which with the passage of time would become a default thereunder exists and that no party to any of the Governing Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except as otherwise provided in this Security Agreement Debtor shall fully perform all Debtor's obligations under the Governing Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide RACC, as the secured party, with such information as RACC may request regarding the Governing Documents, any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or arising out of Debtors right title or interest in the Collateral, including, without limitation information regarding Debtors payments and performance thereunder. Debtor agrees not to enter into any amendments or modification of the Goveming Documents or any other contract or agreement governing, relating to or arising out of Debtor's right, title or interest in the Collateral without RACC's prior written consent Notwithstanding, anything herein to the contrary, RACC shall not be liable under the Governing Documents to perform any of the obligations thereunder, nor be required or obligated in any manner to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by RTA, or present or file any claim, or (Rev 11/99) AaknfrR, p eywtt c4a Kr +O 0,005-3/4-025.99 /5 2- 7 2 - OO e eta* MAT EFTA00013115 EFTA00013116 nix?) Ff.k '00 FEB 22 PM 1 29 CI: OKLM-10iiA V • 1745 n take any action to collect I I) r) 0 ) or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. 3. Debtors Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement, Debtor warrants that Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security interest, lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that it is a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor will, at RACC's request, furnish RACC such information and execute and deliver to RACC such documents and do all such acts and things as RACC may reasonably request as are necessary or appropriate to assist RACC in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral is properly tilled and registered and the security interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where RACC deems such filings necessary or desirable. 5. Operation, Maintenanceand Repair. Subject to the Governing Documents, Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions: 5a. Subject to the Governing Documents. Debtor shall have complete use of the Collateral until default, and Debtor shall use, operate, maintain and store the Collateral, or any part thereof, properly, carefully and in compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufactur er's recommendation and operating and maintenance manuals. 5b. Subject to the Governing Documents, Debtor agrees that the Collateral will be operated only by duly certificated and qualified pilots and shall maintain U.S. registry and shall be based within the geographical boundaries of the United States. 5c. Subject to the Governing Documents, Debtor shall be responsible for and pay for all expenses of owning and operating the Collateral, including but not limited to storage, fuel, lubricants, service, inspections , overhauls, replacements, maintenance and repairs, all in compliance with the manufacturers operating and maintenance manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the maintenance and operation of the Collateral. 6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breach of warranty endorsement in favor of RACC. RACC may obtain such insurance if such insurance is not provided by Debtor. Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph. RACC, and its assigns, are hereby irrevocably appointed attorney-in-fact for Debtor to endorse for Debtor any checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments. Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation shall at all times be on Debtor. 7. Debtor's Possession. Until default, Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Security Agreement. RACC may examine and inspect the Collateral, wherever located, at all reasonable times. At its option, but without assuming any obligation to do so, RACC may discharge taxes, liens or security interests, or other encumbrances levied or asserted against the Collateral, may place and (Rev 11/99) 6 EFTA00013117 t 17 4 q .' EFTA00013118 r. , 0 r) 0 ! 3 r; / 7- 3 pay for insurance thereon, niay order an pay for the repair, maintenance and preservation thereof, and may pay any necessary filing or recording fees. Amounts paid by RACC under the preceding sentence shall be added to Debtor's unpaid balance under the Promissory Note, shall be secured by the Collateral and shall be payable upon demand, together with interest at the rate computed as provided in Paragraph 2 of the Promissory Note until paid in full. Subject to the Governing Documents, Debtor shall at all times keep the Collateral, and any proceeds therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records of the Collateral and any such proceeds. 8. Default. Upon Default, as defined in the Promissory Note, RACC may require Debtor to assemble the Collateral and make it available to RACC at a place to be designated by RACC which is reasonably convenient to both parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtor's address, as shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect, absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. 9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC may declare all indebtedness due under the Promissory Note, as well as any other indebtedness or liability of Debtor to RACC, immediately due and payable. In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security Agreement, in such order and manner as RACC shall choose, in its discretion, and/or (b) cause title to the Collateral to be transferred into the name of RACC or its designee. Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and representatives from and against any and all obligations and/or liabilities arising out of or related to the timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the limitationsset forth in the Governing Documents that relate to Debtor's interest iri the Collateral. 10. Waiver of Default. No waiver by RACC of any default shall be effective unless in writing, nor operate as a waiver of any other default or of the same default in the future. 11. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise transfer or encumber the Collateral, or any interest therein, or offer to do so or, except in accordance with the Governing Documents, permanently remove or attempt to permanently remove the Collateral from the United States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not permit the Collateral to be attached or replevied. 12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the Promissory Note. (Rev 11/99) 7 EFTA00013119 /7-42/ EFTA00013120 r3 0 '1 0 o 0 t 3 r; 17-ll 13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this Security Agreement within ten (10) days of such change. 14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT WICHITA, KANSAS, OR IN THE EIGHTEENTH JUDICIAL DISTRICT COURT OF SEDGWICK COUNTY, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. NOTWITHSTANDING THE ABOVE, IN THE EVENT AN "EVENT OF DEFAULT' SHOULD OCCUR, RACC (AT ITS SOLE OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR RACC TO OBTAIN POSSESSION OF THE COLLATERAL. THE PARTIES HEREBY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. 15. Enforceability. The unenforceability of any provision hereof shall not affect the validity of any other provision hereof. 16. Binding Agreement. All obligations of Debtor hereunder shall bind the heirs, agents and attorneys-in -fact, successors and assigns of Debtor. If there be more than one Debtor, their liabilities shall be joint and several. All rights of RACC hereunder shall inure to the benefit of its successors and assigns. 17. Assignment. RACC may transfer or assign all or any part of its interest in this Security Agreement without the consent of Debtor or any other party. Debtor shall not sell, assign, transfer, encumber or convey any of its interests in the Collateral or in this Security Agreement without the prior written consent of RACC. 18. Entire Agreement This Security Agreement, the Promissory Note and the Governing Documents constitute the entire agreement between and among the parties with respect to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties not expressly set forth herein. Neither this Security Agreement nor the Promissory Note shall be changed orally, but only by writing signed by the parties hereto. DEBTOR HEREIN ACKNOWLEDGES THAT DEBTOR HAS READ AND FULLY UNDERSTANDS ALL OF THE TERMS AND CONDITIONS OF THIS SECURITY AGREEMENT. BY EXECUTION HEREOF, THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE IS DULY AUTHORIZED TO EXECUTE THIS SECURITY AGREEMENT IN THE CAPACITY STATED BELOW. It rt Executed thisoi - dav ot,sAreinake (title) (Rev 11/99) 8 EFTA00013121 /7-10 EFTA00013122 00 10 0 0 ! 3 5 .., 17-9 FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation ("FACC"), pursuant to the Intercompany Purchase and Contribution Agreement, dated as of March 20, 1997 (as amended, supplemented or otherwise modified from time to time, the "Purchase Agreement"), between RACC and Raytheon Aircraft Receivables Corporation, a Kansas Corporation (the "Duver"). W LINEE.SEIff: WHEREAS, RACC, pursuant to a certain Contract, the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft [the "Aircraft"j) and RACC has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby collectively, the "Security Agreement"); WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Buyer; WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, RACC has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as follows: (a) For value received, RACC hereby sells, assigns and transfers, effective on as of pecember 3J. 1999, unto the Buyer all of RACC's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of RACC's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. (b) This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. (c) This FAA Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. EFTA00013123 17-2 • EFTA00013124 el 1 0 ^ 0 0 0 ! 3 5 7 2 17_7 IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT CREDIT CORPORATION Dated: December 31, 1999 EFTA00013125 /7-6 EFTA00013126 c** 0 0 0 0 ! 3 5 ;1 17-5 FAA ASSIGNMENT ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller") under the Amended and Restated Purchase and Sale Agreement (as amended and supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of March 18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the financial institutions and special purpose corporations from time to time parties thereunder (the "Purchasers), Bank of America National Association, as Managing Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the "Administrative Agent"), Bank of America National Association and The Chase Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co- Syndication Agents, and each AdministrativeAgent referred to therein. EIINESaETH WHEREAS, pursuant to a certain Contract, the obligor has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft, the "Aircraft") and the Seller has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby, collectively, the "Security Agreement"). WHEREAS, the Seller, pursuant to the Purchase Agreement, has agreed to assign the Contract and Receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Purchasers; WHEREAS, in order to perfect the Purchasers' security interest in all of the Seller's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, the Seller has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, the Seller hereby agrees as follows: EFTA00013127 17.-Lf - • EFTA00013128 • r10 10 00 ! 35' 9 2 3 /7- 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of December 31, 1999 unto the Administrative Agent for the ratable benefit of the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of the Seller's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. 2. This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. 3. GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EFTA00013129 17-ig-t- EFTA00013130 t 3 11 ri 1 0 1 0 0 0 3 17- IN WITNESS WHEREOF, the Seller has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT RECEIVABLES CORPORATION Dated: December 31. 1999 EFTA00013131 I hereby certify that I have compared the fore- vtion ging with the original .rig : ,:b , - • Pa s a true and correct f. 12 I W d Z Cur. 'alio est ...611 EFTA00013132 FORM APPROVED OMB No. 2120-0042 A 0 , UNITW 1 S9ATES OF AMERICA DEPARTaENT TRMSPOFIT/TIOtti 1j Li 3 1 •) Fp-rw6-.10 AVIATION ADMINISTRATION-ISE MONIRONtrir ONAISTICAL CENTER AIRCRAFT REGISTRATION APPUCATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N-qsazdt q 2.,6>tiv2 / 6 -3 AIRCRAFT MANUFACTURER 9 MODEL Pa thnoti Aircraft Cnmpany Reerhjer annA Q FEB 2 3 Mil Al SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock ono box) O 1. IndNidual O 2. Partnership 0 3. Corporation )<4. Co-owner O 5. Gov't. • S.Nen-Ctizen NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual. give last name, first name, and middle Initial.) III, 1. AIRCAP LLC (WNING an undivided 12.5% Interest c/o address below 2.-/D See Attachment owning the interest as shown on the attachment TELEPHONE NUMBER: ADDRESS (Permanent malting address for first applicant listed.) Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE Wichita KS 57207 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question In this application may be grounds for punishment by fine and/or imprisonment 0. Code, Title 16, Sec. 1001). CERTIFICATION VWE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant who Is a citizen (including corporations) of the United Stales. (For voting trust, give name of trustee: ) or CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. 0 A non-citizen corporation organized and doing business under the laws of (state) and said aircraft Is based and primarily used in the United States. Records or flight hours aro availabio for Inspection at (2) That the aircraft Is not registered under the laws of any foreign country; and (9) That legal evidence of ownership Is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE - Contracts L7ailag—r rmr DATE 99 Raytheon Travel Air Company 1/1V2010 _,.?_ acting_as attorney -in -fact 64- - z TITLE DATE 3o zP LA' 2.—to See Attachment 6g. = c4 — SIGNATURE TITLE DATE la j NOTE Pending %SeaIcianerfEeMairCEFEara laFthe aircraft may be operated for a period not In excess of 90 clays. durnafte Intr flpIREthiiqfigiiattrou innartiod in the aircraft. - — AC Form 8050- 1 2 7) Supersedes Previous Edition 00 .3 I LJoaST1 SS. Ls)(:) a -a g.- e>o A11- EFTA00013133 EFTA00013134 - Fi!..7D "Yr .!! p A. A• po FEB 22 PM 1 23 OKLAI-IOHA • • 91. n ILI O 341KGRAPT9REGISTRATION 16-( APPLICATION N 8/tg, psi-ea +, N793TA Beech jet 400A Serial: RK-244 Name of applicant: Owning an undivided Address: Interest of: Shown on original form hereto do applicant #2 do applicant #2 do applicant #2 do applicant #2 do applicant #2 do applicant #2 do applicant #2 do applicant #2 Signatures: Title: Date: Senior Contracts Manager of Raytheon Travel Air Company //Zoo c) Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact /Z/zoloo -At a- lierS cc. I i \4 , dec.( pc.c.t. a, ra-0 By signing above, the applicant agrees and stipulates (1) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Applcation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application EFTA00013135 .4 (G EFTA00013136 UNITED STATES OF AMER/CA FORM APPROVED US DEPARTMENT OF TRANSPORTATION FEDERAL. AVIATION ADMINISTRATION AIRCRAFTBILICPF (44LE) 0 0 0 3 1 7 OMB NO 2120.0042 FOR AND IN CONSIDERATION OF S I A. OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN P 2 2 75 I UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 15-/ UNI FED STATES Ninrit12 rit ?Pi ow% REGISTRATION NUMBER N793T AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No RK-244 FEE., 23 11 50 A.1 DOES THIS 30th DAY OF December 1999 • ,•.N HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: Do NCI Wnlet kl nlif BIN* FOR FAA USE ONLY NAME AND ADDRESS OF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME. AND MIDDLE MEAL) OWNING cs) an undivided 6.25% Interest Cl) CIAO L U S 67207 DEALER CERTIFICATE NUMBER AND TD /t t. Ce.55O•O AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT WARRANTS THE E EREOF. FOREVER. AND IN TESTIMONY WHEREOF WE HAVE ser OUR HAND AND SEAL THIS 30th DAY OF December 1999 NAME (S) OF SELLER SIGNATURE (S) (TYPE OR PRINTED) (IN INK) OF EXECUTED TITLE FOR CO-OWNERSHIP. ALL MUST (TYPED OR PRINTED) SICK) SELLER Raytheon Travel Air Company Sr. Contracts Manager 1 ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REOUIRED BY LOCAL LAWFOR VALIDITY OF T-mp IWCT mann 1 CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA Plir"Ctt) M* . OAA-1S EFTA00013137 15 I hereby certify that I compared thefore- A .!vidicifiv.11)01have • h the original 1.2 I IA 2z rl EFTA00013138 UNITED STATES OF AMERICA FORM APPROVED U S DETWITMEN7 OF 71ANRORTATKIN FEDERALAVIATIRI ADITSTITION0 01.18 NO. 2120-0042 AIRCRAFT BILL.OFWALE/ 3 FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN P22_750 UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: P-I-I UNITED STATES ef2.8 /IR Atottni cima Art. - r• ti c.: . REGISTRATION NUMBER11793TA; AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A .AIRCRAFT SERIAL No. RK-244 FEE L3 ii Id pi DOES THIS 15th DAY OF December 1999 r t. .4 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: Do Ni:4 Wnte MT:nab* FOR FAA USE ONLY NAME AND ADDRESS INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) OWNING an undivided 6.25% Interest SL Win LL U tc ta, 201 A. A. DEALER CERTIFICATE NUMBER AND TO S(.(CG Co.)yorS. etEelttestwootg=2:13470ftS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT WARRANTS TH TITLE THEREOF. FOREVER. AHD IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 15th DAY Of December 1999 NAME (S) OF SELLER SIGNATURE (S) (TYPE OR PAINTED) (IN TITLE EXECUTED DYFED OR PRINTED) FOR CO-OWNERSHIP. ALL MUST SIGN.) Raytheon Travel Air Company Sr. Contracts Manager tf2 ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA tilvtis s ittCte AN* T. EFTA00013139 Icy I hereby certify that I have compared the fore- VW0147 VAN with the original ••• ' tan-ai true and correct CZ T. hid EFTA00013140 UNITED STATES OF AMERICA FORM APPROVED S DEPARTMENT OF TRANSFORTATIONEEDEOL ANIA1141ADAITSITION 0 OMB NO 2120-0042 AIRCRAFT BILL' OF SALE 3 ti FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN p 2 Z 71 9 UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES N tak vieweta sem -to 4,L;I„ • A ki • • REGISTRATIONNUMBERN793TA .15F,tiED AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company Beechjet 400A • .AIRCRAFT SERIAL No. RK-244 FEB 23 i 14s AA '499ce< DOES THIS 7th DAY OF December 1999 FL N HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: Do Not Wrd• In This Block FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND NOCOLE INITIAL) OWNING an undivided 6.25% Interest (.) Wichita, KS 67201 a DEALER CERTIF/CATE NUMBER AND TO EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY WARRANTS THE REOF. THE SAID AIRCRAFT FOREVER, AND IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 7th DAY OF December 1999 NAME (S) OF SELLER SIGNATURE (S) (TYPE OR PRINTED) fly INK) OF EXECUTED TITLE (TYPED OR PRINTED) FOR CO-OWNERSHIP. ALL MUST SIGN.) SELLER Raytheon Travel Air Company Sr. Contracts Manager ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REOUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT CERTIFIED COPY ORIGINAL: TO FAA TO BE RECORDED BY FAA +T. (1)Ait At -Ms AA EFTA00013141 /3 I hereby certify that 1 red t - EFTA00013142 UNITED STATES OF AMERICA FORM APPROVED US DEPMMATicI' OF TRANSPORTATION illaDORAKAWAIION ArsotAnc o AIRCRAFT Biqa OCISAElt 3 ,1 OMB NO 21200042 FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN P 2. 2.7 4 g UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATS 12-/ /V li-k , ava Nes t+ REGISTRATION NUMBER N793TA' .• stl •4 11,71 AIRCRAFT MANUFACTURER E. MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-244 FE I 'I 45 A ' DOES THIS 29th DAY OF November 1999 Er HEREBY SELL GRANT, TRANSFER AND DELIVER ALL I A ,AN • RIGHTS. TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: Do Not Wile rings Block FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME AND MIDDLEINITIAL) OWNING PURCHASER an undivided 6.25% Interest Ma natech International, L.P., o- Pcnn , vm. " ..- --* linl ;leci e ec44.4-rts4514.4? Ic ita, DEALER CERTIFICATENUMBER AND Tb ) CCC CE-.) OYS -64,564NeRfirADMINS4IIMANIS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY WARRANTS THE TITLE THEREOF. THE SAID AIRCRAFT FORLVER, AND INrummy WHEREOF WE HAVE SET OUR Wan, AND SEAL Tiffs 29th DAY OF November 1999 SIGNATURE (S) TITLE (INIMO 07 Datum (TYPED OR PRINTED) FOR 03-OWNERSRTE ALL MUST SIGN.) Sr. Contracts Manager ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA vAiet m4-1. EFTA00013143 0/ I hereby certify that I have compared the fore- goin th the original and kw and coifed DIX" A 6: . 2, .. ..Lir.. u" -I14 EFTA00013144 UNITED STATES OF AMERICA V S DEPARTMENT OF TRANSpORTA110(MEDER AyIATIOIDA IT TEAT FORM APPROVED OMB NO 2120-0042 AIRCRAFT BILL OF SNLE FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE 3 ,1 P2.2747 CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES /1-I REGISTRATION NUMBER iki,lib(*"." AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 4OOA i . AIRCRAFT SERIAL No. RK-244 FEE(1.1%, 1414 .101I DOES THIS 23rd DAY OF November 1999 I I HEREBY SELL GRANT, TRANSFER AND DELIVER ALL A RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: Do Nol VW0 Bice FOR FAA USE ONLY NAME AND ADDRESS (IF DIDIVIDUAL(S). GIVE LAST NAME.. FIRST NAME. AND MIDDLE INITIAL) OWNING rn an undivided 6.25% Interest oration IX ichita, KS 1 DEALER CERT/MATE )(UMBER AND to E. SW/ SSEFGAM41RIPPPIIBIFIffitEFEWSMISFOLND ASSIGNS TO HAVE AND TO HOLD WARRANTS THE tWEREOF. SINGULARLY THE SMD AIRCRAFT FOREVER,AND ns-npAotw WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 23rd DAY OF November 1999 SIGNATURE (S) TITLE (ININK) (IP EXECUTED FOR CO-OWNERSIUR ALL MUST (TYPED OR PRINTED) SIGN.) ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA titii AAA...As m4-1- EFTA00013145 rf I hereby certify that I have compared the fore- going with the original V1401-IV 1410 t sz t tad zz IV U1111:I " wa ist V 4 Is EFTA00013146 Worm) STATES OF AMERICA S DEPARTMENT OF TRANSPORTATION AIRCRAFT BILL 0 SAVE vuppos4Drarnl 0 FORM APPROVED OMB NO 21204042 FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE ' 3 •! 2 P 2 2 74 6 CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: /0-/ UNITED STATES A/1EnRA, Azvvit CLAM Mr to CrOn f;ANCI REGISTRATION NUMBER N793TA kit:1:44)i o AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A it< AIRCRAFT SERIAL NO. FEE 2.3 1144 A71 '68 RK-244 DOES THIS 1St DAY OF January 2000 FL • • HEREBY SELL GRANT, TRANSFER AND DELIVER ALL A • 'PIN RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 12.50% INTEREST IN SUCH AIRCRAFT UNTO: Do Na Waal/171m Block FOR FAA USE ONLY NAME AND ADDRESS (IT INDIVIDUAL(S). GIVE LAST NAME, FOIST NAME. AND MIDDLE INITIAL) OWNING PURCHASER an undivided 12.50% Interest AIRC P LLC is ita, K 67 7 DEALER CERTIFICATE NUMBER AND It 5 = 3F5.>(.40 .E. —fiNeeerefteroaivassiTiAsees AND ASSIGNS TO HAVE HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THPE . IN wsnmoNy WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 1st DAY OF January 2000 SIGNATURE (S) TITLE ON ROO (IF EXECUTED FORGO-OWNERSHIP. ALL MUST OWED OR PRINTED) SIGN.) Raytheon Travel Air Company Sr. Contracts Manager Lo ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA 0Aiis AlCcbe, MST EFTA00013147 EFTA00013148 IL rin net pm 1 23 FEB 22 TIM 6up ieuifIpo eta say 0::" • -310iiing pea WO3 I ONLi1.1151-i c,i I 1841 Ailtleo AWN 01 FLUNG COPY FORM APPROVED OMB No. 2120-0042 l i n I 1 ••• 7 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATIth -' -' t -1 i FEDERAL AVIATION AZNAlIeSTRATION-MIKE 1110+WIONEY AERONAUTICAL CCNTCR AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER NC793TA -) L i -2- ss 14 r e -- q _3 AIRCRAFT MANUFACTURER & MODEL Raytheon AIRCRAFT SERIAL No. Aircraft Company Beechjet 400A L. FEB 2 3 2000 RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) Non-Citizen O 1. Individual O 2. Partnership O 3. Corporation XC 4. Co-owner 0 5. Gov't. O 8. Corporation NAME OF APPUCANT (Person(s) shown on evidence of ownership. If Individual, give last name, first name, and middle initial.) 1. REI Air, L-L.C. OWNING III c/o address below an undivided 12.5% Interest 2.4See Attachment owning the interest shown on the attachment 676-8000 TELEPHONE NUMBER: ( 316 ) ADDRESS (Permanent mailing address for Cost applicant listed.) Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE Wichita KS 67201 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or 6st-wiriest answer to any question in this application may be grounds for punishment by line and/or imprisonment (U.S. Code, Title 18, Soc. 1001). CERTIFICATION ill vWE CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1-151 or Form 1-551) No b. 0 A non-citizen corporation organized and doing business under the laws of (slate) and said aircraft is based and primarily used In the United States. Records or flight hours are available for inspection at (2) That the aircraft Is not registered under the laws of any foreign country: and (9) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If expected for co -ownership a pplicants must sign. Uso reverse side If necessary. TYPE OR P SIGNA TITLE DATE ..- E 1- Mi .. 4, e r t ,.."- 1 //5a/9c - S/GNA TITLE DATE ° 6; LJ 2. -I -See Attachment =5_2 to SIGNATURE TITLE DATE Ihj NOTE Perithrig receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (12/90) (0052.00-628.9007) Supersedes Previous Edition 99341 21 5 1 / 5 ;3 ,sttr e. /2- — —9g EFTA00013149 `'!-IOnt.1 1;:O ""— fl u C bid C._ .03.1.1.80 la.aZi mold; EFTA00013150 ° A(11.41'111 61V7' PO AIRC1APITIt)EGISTRATION 61- I APPLICATION N793TA Beechiel 400A Serial: Mr-244 Name of applicant: Owning an undivided Address: Interest of: 50% Shown on original form hereto 25% do applicant #2 12.5% do applicant #2 • Title: Senior Contracts Manager of Raytheon Travel Air Company Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact /I /19 /9 9 ///9 Date: /99 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Applcation, to which this page is attached (the "Application"), (ii) that all of the Information set forth on the Application is true and correct as of this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application EFTA00013151 ruowrixo A II^ •••• sc.••••••••, 110 C Lid 9 33U 66 , k. 61—..s. EFTA00013152 FORM APPROVED UNITED STATES OF AMERICA OMB NO 21204042 U DEPAATMENT OF TILANSPOATATIOe MEAL AvAnottAmAriON AIRCRAFT B(LIVF SALE' 3 'I ) FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE 8-I OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES RECORDED REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A rzo 23 • 103194")" AIRCRAFT SERIAL No. RK-244 DOES THIS 19th DAY OF November 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL ;?RATION RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED Do Noll/Mb WM* Block 12.50% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IFINDIVIDUAL(S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL) OWNING PURCHASER an undivided 12.50% Interest REI Air LL Wichita, K 67201 DEALER CERTIFICATE NUMBER ANDTO itsyt< ccotsstyr -S.V.AMMORSFADPUMPPReVRIPI* AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. TESTLMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 19th DAY OF November 1999 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR marrrso) (174 MOW locECUTED (TYPED OR PRINIED) FOR CO-OWNERSIUP. ALL MUST SIGN.) SELLER Raytheon Travel Air Company Sr. Contracts Manager 1 ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF TIM runt wAn.rr % Cri,P7iFIED COPY !-• RECORrY7D BY FAA ORIGINAL: TO FAA EFTA00013153 g I hereby certify that I have compared the fore- going ' the original ./.7" and • rue and correct :0 co eviy, h0 E tld 8 32 • •-••••1 •- • EFTA00013154 UNITED STATES OF AMERICA US DEPARTMENT OF TRANSPORTATION FELSIRAL pAir ADwritinori a 3 -I 1 FORM APPROVED OMB NO 2120-0042 AIRCRAFT BILL OF AL FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE LY I 5j8 CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TTTLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 7-I UNITED STATES REGISTRATION NUMBER N793TA RECQRPE3 AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. Fa's 23 - •-• RK-244 DOES THIS 19th DAY OF November 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO AN UNDIVIDED RA I ION 12.50% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS OF INDIVIDUAL-Ph GIVE LAST NAME. FIRST NAME. AND FUDDLE INITIAL) OWNING an undivided 12.50% Interest U cc ichita, KS 67201 DEALER CERTIFICATE NUMBER AND (4CCA.S.SeWS 40(649:4ORSHOMINSf/btfOle, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE THEREOF. IN TESTIMONY WHEREOF WE HAVE sEr OUR HAND AND seAL•nes 19th DAY OF November 1999 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR PRINTED) ON INK) (IF MECUM (TYPED OR PRINTED) FOR CO-OWNERSIIIP, ALL MUST SIGN.) SELLER Raytheon Travel Air Company Sr. Contracts Manager I ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER_ MAY BE REOUIRFD BY LOGI LAW MR VAT Lorry nr TIIF TNCTRIIMFNr N CErTIFIED COPY TOE_ RECORD BY FAA ORIGINAL: TO FAA EFTA00013155 7 I hereby certify that I have . compared the. fore- VI!011 1, Fr, w 1 " .4 I. • I I 6 • al 170 C Ijd • ••••••Ifil EFTA00013156 FILING COPY FORM APPROVED OMB No..2220-001 0 0 0 1 J l U — UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION • FEDCRJU_ AVIATION ADNINISTRATION-INICE SIONIFIONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE --- UNITED STATES 4L Oa hz a- REGISTRATION NUMBER NC93:18--- AIRCRAFT MANUFACTURER & MODEL 6 -3 Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. DEC 0 3 999 RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock ono box) CI 1. Individual 0 2. Partnership 0 3. Corporation 6 4. Co-owner 0 5. Gov't. 0 8. °°rICitizen Corporation NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.) 1. OWNING c/o address below an undivided 25% InterE st 2.- See Attachment owning the interest as shown on the attachment TELEPHONE NUMBER: ADDRESS (Permanent ling address tor first applicant listed.) Number and street' Floral Route: P.O. Box: CITY STATE ZIP CODE Wichita KS 67201 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any quostion in this application may be grounds for punishment by lino and / or imprisonment (U.S. Code. Title 18. Soc. 1001). CERTIFICATION all , VINE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who Is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a O A resident aMen, with alien registration (Form 1-151 or Form 1-551) No b. O A non-citizen corporation organized and doing business under the laws of (state) and said aircraft Is based and primarily used in the United States. Ripcords or flight hours are availabao for inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That Fogel evidence of ownership is attached or has been Mod with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW S a-NATURE SI TITLE DATE EACH PART OF THIS ./ACE-C. %/ICC f a res • 11 1 2- 1 ci5 SIGNATURE TITLE DATE APPLICATION µUST 2 grip. Atrarbmir•nt BE SIGNED IN INN. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft ma be rated for a riod not in excess of days. during which time the PINK copy of this application must be trfEMPG P CERT Og c4= - rn -.2tetratiztr i_ ,-DJ AC Foam 8050-1 (12/90) (0052-00-628.9007) Supersedes Previous Edition/ . fi rki >lent EFTA00013157 e • • IAONAV "NV.O "1"." t" • t ' ' 1.tt% , • ZZ 2,2 BZ \i„ 111sa ' <I EFTA00013158 000 10 IJ ' 2 ;0 ATTACHMENT TO AIRCRAFT REGISTRATION 6-1 APPLICATION N793TA Beech/et 400A Serial: RK-244 Name of applicant: Owning an undivided Address: Interest of: 2.) Raytheon Travel Air Company 75% Shown on original form hereto natu Title: Date: Senior Contracts Manager of Raytheon Travel Air Company II I.dais By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Applcadon, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this date, and (ill) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application EFTA00013159 EFTA00013160 '99 NOU 22 BPI 11 28 Y ONLAHOHA • UNITED STATES OF AMERICA FORM APPROVED U.S. DEPARTMENT OF TRANSPORTATiOti TIall AD/dalSTILIVIOIEJ 2 ! 3 OMB NO. 2120{042 AIRCRAFTIBI=I lar FOR ANDIN CONSIDERATION OF S I az OTHER VALUABLE 7 0 83 CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 5-I UNITED S TATES CciNVr:MICE hi C )R3I.0 REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. DEC 3 1157 rii199 RK-244 F- DOES THIS 2nd DAY OF November 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE AND INTERESTS IN AND TO AN UNDIVIDED Do NM WI. In This Block 25.00% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) OWNING PURCHASER an undivided 25.00% Interest Michels Pi eline Construction, Inc. tc ita, 7201 DEALER CERTIFICATE NUMBER AND T'7 L13 SLA.C1.43 C3 CSIERWVOMMUMNISTIDIerents, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT WARRANTS THE TITLE THEREOF. FOREVER, AND IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND anns2nd DAY OF November 1999 I NAME (S) OF SELLER SIGNATURE (S) (TYPE OR MONTS)) TITLE (IN BOO OP EXECUTED (TYPED OR !VENTED) FOR CCSOWNTASEW. ALL MUST SIGN.) SELLER Raytheon Travel Air Company Sr. Contracts Manager ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING. HOWEVER. MAY BE REOUnum BY LOCAL LAW FOR VAI MD., OF THE Mint DEFTEr1 CERT TO IFIED COPY BE RECORDED BY ORIGINAL: TO FAA FAA 'hZe:21/4 `11e2 —19q opoe-erecNoriir EFTA00013161 n • hereby certify that I YlelOW/t/Ave,compared the fore- IL, vt'fr. going with the original 92 It WY rr VV:t EFTA00013162 FORM APPROVED ..- -. . r ) OMB No. 2120-0042 1...1 IINi r epp...Nr (- 1 ........................y....... UNITED STATES ti AMERICA DEP ENT AIRCRAFT REGISTRATION APPLICATION F TRA p SPORTAT1 CERT. ISSUE DATE 4 / UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL N 428HR Ravthann Ain -I -a -9 - Co 400A C) SERIAL No. C;1:7 0 12K-744 FOR FAA USE ONLY TYPE OF REGISTRATION (Check ono box) • 1. Individual 0 2. Partnership X'a 3. Corporation 0 4. Co-owner 0 5. Gov't. 0 8. N°n-atizen Corporatforn NAME OF APPLICANT (Person(s) shown on evidence of ownership. II Individual, give last name, first name, and middle initial.) Raytheon Travel Air Company TELEPHONE NUMBER: ( ADDRESS (Permanent ed.) Number and react Rural Route: P.O. Bac CITY STATE ZIP CODE Wichita Kansas 67206 IN CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Road the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may bo grounds lor punishment by lino and / or imprisonment (U.S. Code, Title 18. Sec. 1001). 41111 UWE CERTIFY: CERTIFICATION (1) That the above aircraft Is evened by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust. give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a O A resident alien. with alien registration (Form 1-151 or Form 1-551) No b. O A non-alizon corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used In the United States. Records or flight hours am available for inspection at (2) That the aircraft Is not rogisterod under the laws of any foreign cony: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE TITLE DATE EACH RIX OF THIS V.P. - Controller Oct 29, 19 99 TITLE DATE APPLICATION MUST BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Panting receipt of the certificate of Aircraft RegiStration, the aircraft may be operated for a period not in excess or 90 days, during fl at time the PINK copy of this application must be canted In the &Iran AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition clqa-rd )47.-- EFTA00013163 EFTA00013164 4 , t• F A!,A FILED WIT1 • " ";^ • - M 3 28 °S9 NO11 • 4 P itk CITY O::LAHCA:iH O1(L OtiA • • FOAL. APPROVEC ,UNRED STAVIS 0FpERICA CAM NO 2I2000c7 DEP3RTMaIT Of TRAIZSPORWIONEMERAL AnknON ADLINISTRmoR7 AIRCRAFT BILL OF SALE 0 8 3 .3 2 FOR AND IN CONSIDERATION OF 5 p UNDERSIGNED OWNER(S) OF TH FULL LEGAL re...THE 3 —/ AND BENEFICIAL TITLE OF THE AIRCRAFT DES• CHIDED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER 428HR AIRCRAFT MANUFACTURER & MODEL Ec. 3 Ii 53'y' 39 Ra,ythPr91 Aircraft Cr) 400A AIRCRAFT SERIAL No. RK-244 DOES THIS „ ::I III 29 DAY OF Oct 19 99 HEREBY SELL, GRANT, TRANSFER AND )• • I DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Writs In The Block FOR FM USE ONLY NAME AND ADDRESS pf INOWOMWEI. WYE LAST NAME. RRST NAME. AND LEDOLE oaram) PURCHASER Canpany Wichita, KS 67206 DEALER CERTIFICATE NUMBER AND TO its successors PERDEMBIDMOCRIfintaRS. SINGU WRY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. AND ASSIGNS 10 NAVE AND TO HOW IN TESTIMONY WHEREOF we HAVE SET OUr HAND AND SEAL TICS 29 OF DAY Oct t999 NAME (S) OF SELLER SIGNATURE (S) TITLE Tycoon Noma, (Ti NO MIMEO-IWO (TYPEDORPIWITEO) FOR CO-OWNERMOR ALL MUST SON) Raytheon Aircraft SELLER ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING. BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) HOWEVER. MAY BE REQUIRED 9 4,900/S3/Z 31 a•-,1-99 ORIGINAL: TO FAA AC Form 80502 (E92) OLIN 0C42-00429-00O3) Samoa. Remus &Mon CERTIFIED COPY TO BE RECOT2 BY FAA (Mb gerd Jo M/rT EFTA00013165 3 I hereby certify that I have compared the f re- oin with the original NON V7)10 A/I3 tif•EOHrIMO C lid IT RON 66, V b4 J.L • 1•1118iG371zi EFTA00013166 U.S. Department of Transportation Fight Standards Service CM Aviation Registry. AFS-700 PM "'Oklahoma 73125-0504 Federal Aviation Administration July 7, 1999 Raytheon Aircraft Company Wichita KS 67201 Dear Mr. Gustafson: United States identification mark N428HR has been assigned to Raytheon Aircraft Company, model 400A serial number RK-244, Mode S code 51215026, requested by Morgan Aircraft Title Services. This manufacturer's assignment of special registration number cannot be used as an authorization for a number change. If we may be of further assistance lease contact the Aircraft Registration Branch at Sincerely, 5 ega ns rumen s xaminer Aircraft Registration Branch EFTA00013167 g_ EFTA00013168 0 0 0 0 3 1 4 6 MORGAN AIRCRAFT TITLE SERVICES, INC. al Date: 06/30/99 • TO: FAA Aircraft Registry ATTENTION: Central Records JUL 0 6 199 Please reserve ONE (1) special identification number(s) per order of choice. e tk a_ a• *ft- N4281-ER 17 JUL 0 7 1999 1" Choice 2" Choice 3rd Choice 4t° Choice rf‹r Assignment to: Make and Model. RAYTHEON AIRCRAFT COMPANY 400A Serial No.: RK-244 Registration No.: NEW AT FACTORY SEND ❑ Notice ❑ AC Form 8050-64 to: RAYTHEON AIRCRAFT COMPANY Er —Form 8050-7 WICHITA, KS. 67201 E - Please send to Morgan Aircraft Title Services in the Public Documents Room. ADDITIONAL INSTRUCTIONS 092 /30/1999 Thanks, 17 JUL 0 7 1999 EFTA00013169 ....eerAtiatee eer:vmdo OU.Of 3 EFTA00013170